Laws of the People's Republic of China

CHAPTER ONE GENERAL PROVISIONS CHAPTER TWO ESTABLISHMENT AND DISBAND OF A STOCK EXCHANGE CHAPTER THREE FUNCTIONS OF A STOCK EXCHANGE CHAPTER FOUR ORGANIZATION OF A STOCK EXCHANGE CHAPTER FIVE SUPERVISION AND CONTROL OF STOCK TRADING BY A STOCK EXCHANGE CHAPTER SIX CONTROL AND SUPERVISION OVER STOCK EXCHANGES CHAPTER SEVEN LEGAL RESPONSIBILITY AND SETTLEMENT OF DISPUTES CHAPTER EIGHT SUPPLEMENTARY PROVISIONS

CHAPTER ONE GENERAL PROVISIONS

   Article 1. This set of interim procedures has been formulated with a view to strengthening the management of stock exchanges, standardizing the acts of stock exchanges and maintaining the order of the stock markets.

   Article 2. The procedures apply to all stock exchanges operating within the territory of the People's Republic of China.

   Article 3. "Stock Exchange" mentioned in these procedures are referred to non-profit making institutional legal persons practicing the membership and self policing system and providing sites and facilities for concentrated and organized trading of stocks and perform the relevant functions and responsibilities.

   Article 4. Stock exchanges are subject to the management of the local people's governments and the supervision and control by the China Securities Supervision and Control Committee (CSSCC).

   Article 5. The name of a stock exchange shall be XXX stock exchange. No other unit or individual is allowed to use the term "stock exchange" or related names.

CHAPTER TWO ESTABLISHMENT AND DISBAND OF A STOCK EXCHANGE

   Article 6. The establishment of stock exchanges shall be examined by the Securities Committee of the State Council (SCSC) and approved by the State Council.

   Article 7. In applying for the establishment of a stock exchange, the following documents are required:

1. An application;

2. Drafts of the constitution and operational rules;

3. A list of members planning to join the stock exchange;

4. A list of candidates of the council and their resumes;

5. A brief account of the site, facilities and funds;

6. A brief account of the management personnel planned to be appointed;

7. Other documents as may be required by the SCSC.

   Article 8. The constitution of a stock exchange should include the following items:

1. Purpose;

2. Name;

3. Locations of main office and trading site and facilities;

4. Functions;

5. Qualifications of a member and the procedures for entry and withdrawal;

6. Rights and obligations of members;

7. Disciplinary punishment on members;

8. Organizational setup and functions and power;

9. The selection, appointment and removal of senior management personnel and their functions and powers;

10. Capital and accounting;

11. Requirements and procedures for disband;

12. Other items required in the constitution.

   Article 9. When the membership congress decides to disband the stock exchange under conditions of disbanding as provided for in the constitution, the case shall be submitted to the SCSC for examination and to the State Council for approval.

If the SCSC has decided to disband a stock exchange on account of its serious law violating acts, it shall be disbanded after getting the approval from the State Council.

CHAPTER THREE FUNCTIONS OF A STOCK EXCHANGE

   Article 10. A stock exchange is obliged to create an open and fair market environment and provides facilities for easy trading so as to ensure the normal operation of the stock exchange.

In supervising and managing the listing of stocks and trading activities, a stock exchange shall observe the "Provisional Regulations Concerning the Issuing and Trading of Stocks".

   Article 11. The functions of a stock exchange shall include:

1. To provide the site and facilities for stock trading;

2. To formulate the rules for stock trading;

3. To examine and approve applications for stock listing;

4. To organize and supervise the stock trading activities;

5. To exercise supervision and control over the listed companies in compliance with the provision regulations and the operational rules of stock exchanges;

6. To exercise supervision and control over its members in accordance with the constitution and the operational rules of the stock exchange;

7. To provide and manage stock market information of the stock exchange;

8. To exercise other functions allowed by the SCSC.

   Article 12. A stock exchange shall formulate its operational rules within the scope of its functions. Except otherwise provided for in the interim procedures, the operational rules of a stock exchange shall be adopted by the council meeting of the stock exchange and become effective after the approval by the local people's government and submitting to the SCSC for the record.

The operational rules of a stock exchange shall incorporate the rules for listing and trading and rules associated with stock exchange activities.

The operational rules of a stock exchange shall specify the following items:

1. Requirements for the listing of stocks, application procedure and the contents and form of a listing agreement;

2. The contents and form of the listing announcement;

3. The category and time limit of stock for trading;

4. Methods and operational procedures for stock trading;

5. The settlement of disputes over trading;

6. The payment and keeping of the deposit in securities;

7. Temporary suspension, resumption and cancellation of the trading of listed stocks;

8. Suspension or closure of a stock exchange;

9. Collection of listing fees and trading commissions;

10. Provision and management of the market information of the stock exchange;

11. The handling of acts violating the operational rules of the stock exchange;

12. Other items required to be provided for in the operational rules of a stock exchange.

CHAPTER FOUR ORGANIZATION OF A STOCK EXCHANGE

   Article 13. A stock exchange shall set up a membership congress, a council and sub-committees.

   Article 14. The membership congress is the supreme power organ of a stock exchange. It shall exercise the following functions and powers:

1. To formulate the constitution;

2. To elect and remove council members;

3. To examine and adopt the work reports by the council and the general manager;

4. To examine and adopt the reports on financial budgets and final accounts of the stock exchange;

5. To decide on other major matters concerning the stock exchange.

After the constitution is adopted by the membership congress, it shall be submitted to the local people's government and the CSSCC for examination and to the SCSC for approval.

   Article 15. The membership congress shall be convened at least once every year.

A membership congress shall have the attendance of two-thirds of the members and a decision by the membership congress is valid only when it gets the approval of more than half of the members.

   Article 16. The council is the policy making organ of a stock exchange, to be accountable for the membership congress. The term of the council members is three years. The council shall exercise the following functions and powers:

1. To execute the resolutions of the membership congress;

2. To draft and revise the operational rules of the stock exchange;

3. To appoint the general manager and decide on the deputy managers nominated by the general manager;

4. To examine and finalize the work plan submitted by the general manager;

5. To examine and finalize the budget and final account plans;

6. To examine the acceptance of a new member of the stock exchange;

7. To examine and finalize the punishment on a member;

8. To decide on the setup of sub-committees according to needs;

9. To exercise other functions and powers authorized by the membership congress.

   Article 17. In recruiting members, a stock exchange shall get the approval of its council meeting and submit it to the local people's government for the record.

A member of a stock exchange shall be a qualified securities handling organization.

   Article 18. The council of a stock exchange shall be made up of at least seven persons, with the number of non-membership council members being no less than one-third of the total of the membership council members.

The membership council members shall be elected by the membership congress and the non-membership council members shall be nominated by the local people's government and the CSSCC and elected by the membership congress.

"Membership council member" mentioned in the preceding paragraph is referred to a person who serves a member company and elected by the membership congress as a council member. " Non-membership council member " mentioned in the preceding paragraph is referred to a person who does not serve a member company and elected by the membership congress as a council member. A council member is not allowed to serve for more than two successive terms.

A council meeting shall be attended by more than two thirds of the members and its decision is valid only when it is adopted by at least two-thirds of the votes.

   Article 19. The council shall have a president, one or two vice- presidents or a number of permanent members.

The president, vice-presidents or permanent council members shall be nominated by the local people's government and elected by the council and submitted to the SCSC for the record.

The president is responsible for calling and presiding over council meetings. In case of the president is absent, a vice-president or a permanent council member designated by the president shall act in his behalf.

The president shall act as the chairman of the membership congress during his terms of office.

   Article 20. A stock exchange shall have a general manager and one to three deputy general managers. The term of office for the general manager and the deputy general managers shall be three years.

The general manager shall be nominated by the local people's government and appointed by the council meeting and submitted to the SCSC for the record. Deputy managers shall be nominated by the general manager and appointed by the council meeting and submitted to the local people's government and the SCSC for the record.

   Article 21. The general manager is responsible for the routine operations of the stock exchange under the leadership of the council and acts as its legal representative. Should the president be unable to perform his duties for some reasons, a deputy general manager shall act in his behalf.

   Article 22. The council shall have a listing committee which shall exercise the following functions:

1. To examine and approve the listing of stocks;

2. To draft the listing rules and put forward the proposals for revising the listing rules.

The working group of the listing committee shall be the examination and approval organ of the listing of stocks.

   Article 23. A listing committee shall be made up of 13 members. The members shall be:

1. Lawyers, registered accountants and two persons representing the members in places of the stock exchange and two representing members in places of the stock exchange and two representing members elsewhere. They shall be appointed by the council and submitted to the local people's government and SCSC for the record.

2. The CSSCC and the organ authorized by the local people's government shall each send a person to act as a member.

3. The president and the general manager.

4. One of the other council members of the stock exchange.

The listing committee shall have a chairman and a vicechairman, who shall be elected at the first meeting of the listing committee.

   Article 24. The meeting of the listing committee of the listing committee shall be called and presided over by the chairman. The quorum of the meeting is at least seven. Its decision shall be valid only when it is adopted by the two-thirds majority through secret ballot. If the chairman is unable to perform his duties for some reasons, the vice- chairman shall act in his behalf.

   Article 25. The members of the listing committee, except the president and general manager members, shall be replaced by one-third every year.

   Article 26. The council shall have a supervision and control committee, which functions for a term of three years. Its functions for a term of three years. Its functions and responsibilities are:

1. To supervise over and check up on the implementation by the council members, the general manager and other senior management personnel of the decisions and resolutions of the membership congress and the council meetings.

2. To supervise over and check up on the council members, the general manager and other staff members concerning their observation of the disciplines, laws and regulations and the constitution and operational rules of the stock exchange.

3. To supervise over and check up on the financial situation of the stock exchange.

A stock exchange shall formulate rules for the supervision and control committee and submit them to the local people's government and the CSSCC for approval before they become effective and to the SCSC for the record.

   Article 27. The supervision and control committee shall be made up of nine members. They are:

1. Two from the members at the place of the stock exchange and four from members elsewhere and they shall be elected by the membership congress.

2. One lawyer and one registered accountant to be nominated by the council and adopted by the membership congress.

3. The council shall elect one member to act as the chairman of the supervision and control committee.

   Article 28. The supervision and control committee shall meet when circumstance calls. Its decision shall be valid only it is adopted by two-thirds majority through secret ballot. The chairman of the supervision and control committee shall be responsible for calling and presiding over the meeting. If the chairman is unable to perform his duties for some reasons, the chairman shall designate a member to act in his behalf.

   Article 29. The supervision and control committee has the right to exercise supervision and examination over matters within the scope of its functions and responsibilities and take the necessary decisions or put forward settlement proposals according to the relevant provisions of the laws, regulations and the constitution and operational rules of the stock exchange.

The expenses by the supervision and control committee shall be incorporated in the budget.

   Article 30. The council members, the general manager, deputy general managers and members of the subcommittees are the senior management personnel of a stock exchange.

The general manager and the deputy general managers shall have the qualification of at least a college education and had served as responsible members of a securities handling organization or other financial organizations for at least three years.

A management personnel of a stock exchange or securities handling organization who was dismissed for law violating acts is not allowed to be re-employed as a senior management personnel within five years of the dismissal.

Chapter Five Supervision and Control of Stock Trading by a Stock Exchange

   Article 31. A stock exchange shall list and publish the up-to-the minute market information in an appropriate form with the following items:

1. Name of the stocks listed.

2. The prices at the opening, at the peak, at the lowest and at closing.

3. A comparison to the prices concerned of the current and the previous day.

4. Itemized and aggregate amounts and values of trans-actions.

5. Stock indices and their rises and falls.

6. Other items required by the SCSC to be made public.

   Article 32. A stock exchange shall make a daily report, a weekly report, a monthly report and an annual report of the transactions and make them public all in good time.

   Article 33. A stock exchange shall sign an agreement with every listed company to set the mutual rights, interests and obligations of both.

   Article 34. A stock exchange shall see to it that the listed company shall reveal information as required.

   Article 35. A stock exchange shall set up a sponsor system for stock listing to ensure the listing standard of the list companies.

   Article 36. A stock exchange shall make decisions on the temporary suspension, resumption or cancellation of trading of listed securities in accordance with the laws and regulations on securities, the listing rules of the stock exchange, the provisions of the listing agreement or the requirements of the CSSCC.

   Article 37. A stock exchange shall keep files of listed companies and supervise over the existing amounts of stocks held by directors, supervisors and senior management staff members of the listed companies and their changes.

   Article 38. Members of a stock exchange shall observe the constitution and operational rules of the stock exchange and pay the seat fees, commissions and other expenses to and deposit a certain amount of guaranty fund for securities trading in the exchange according to the regulations and operational rules.

   Article 39. Members of a stock exchange are obliged to provide the stock exchange and the CSSCC with quarterly, medium-term and annual reports and immediate reports on related problems. A stock exchange has the right to demand for financial reports, accounting books, trading records and other documents from its members.

CHAPTER SIX CONTROL AND SUPERVISION OVER STOCK EXCHANGES

   Article 40. A stock exchange is not allowed in any form to transfer the licenses for its establishment and operation.

   Article 41. The non-membership council members and other working staff of a stock exchange are not allowed to hold concurrent posts in any member companies of the exchange.

The council members, the general manager, the deputy general managers and other working staff of a stock exchange are neither allowed to leak by any means the internal information nor make use of such information for their own advantage. They are also not allowed to make gains from the stock exchange members or listed companies.

   Article 42. Whatever concerning their relative or their own interests, the senior management personnel and other working staff shall keep avoidance in exercise of their duties. Matters that require avoidance shall be specified in the constitution and operation rules of the stock exchange.

   Article 43. A stock exchange shall establish control systems that are required for efficient control, supervision real-time monitoring of the securities and provide required information about securities market to the local people's government and the CSSCC upon request.

   Article 44. Organs authorized by the local people's government and the CSSCC have the right to demand the provision of information by stock exchanges on members and listed companies of the exchanges.

   Article 45. A stock exchange shall make a financial statement audited by an certified accountants office for securities within three months after the end of a fiscal year and submit it to the local people's government and the CSSCC for the record, with a copy being sent to the SCSC.

   Article 46. If a stock exchange stops operation due to an unexpected event or technically stops the operation to keep the deals in order, it shall report to the local people's government and the CSSCC immediately, with a copy of the report being sent to the SCSC.

   Article 47. The local people's government and the CSSCC have the right to demand reports and information from a stock exchange to detail its operations and financial situation or send people to examine the operations, financial situation, accounting books and other relevant materials of the stock exchange.

   Article 48. A stock exchange shall, according to the relevant regulations of the State, deposit the guaranty funds for securities transactions of its members into the special account of a bank and shall not use them without approval.

   Article 49. A stock exchange shall report in good time to the organs authorized by the local people's government and the CSSCC if the exchange or its member is involved in a law suit or their senior management personnel are involved in the law suits in performing their duties or deserve a punishment of dismissal according to the relevant securities regulations.

CHAPTER SEVEN LEGAL RESPONSIBILITY AND SETTLEMENT OF DISPUTES

   Article 50. If inapt conditions on election and appointment of senior management personnel of a stock exchange or violations of the securities law and regulations, the constitution or operation rules of the exchange by the senior management personnel of the exchange to make them no longer qualified to hold their posts are found by the local government or the CSSCC, the latters have the right to order the stock exchange to dismiss the people concerned according to the provisions provided for in the constitution and operational rules of the stock exchange.

   Article 51. Violations of the constitution or operational rules of the stock exchange by a member of a stock exchange or a listed company are liable to punishment by the stock exchange according to the constitution or operational rules of the exchange.

Violations of provisions of the State securities laws and regulations by a member of a stock exchange or a listed company can be punished by the exchange under authorized power according to law.

   Article 52. Upon disqualification of a member by a stock exchange for violations of relevant State laws and regulations or the provisions of the constitution or operational rules of the stock exchange, the exchange should notify the department in charge, and the latter may give the member concerned administrative punishments according to law and its authorized power.

   Article 53. If a stock exchange is found violating the relevant State regulations by having used the guaranty fund paid by its members without authorization, an organ authorized by the local people's government shall order it to correct it and the illegal proceeds, if any, shall be confiscated accompanied with a fine of over RMB 30,000 and less than RMB 300,000 on the general manager and the people directly responsible.

   Article 54. If a stock exchange, a member of a stock exchange or a listed company and their relevant personnel is found to have violated this set of interim procedures, it shall be punished according to the relevant provisions of the "Provisional Regulations Concerning the Issuing and Trading of Stocks" in addition to the punishment specified in these procedures.

   Article 55. If a listed company refuses to accept the punishment given by a stock exchange according to the operational rules of the exchange, the company, if it is situated in the same place of the exchange, may apply for a ruling by an organ authorized by the local people's government within 15 days starting from the date when the punishment decision is received, and if it is a company elsewhere, it may apply for a ruling with an organ designated by the SCSC within 15 days starting from the date when the punishment decision is received.

   Article 56. If a member of a stock exchange refused to accept the punishment given by the exchange according to the constitution and operational rules of the exchange, the company, if it is situated in the same place of the stock exchange, may apply for a ruling by the authorized organ of the local people's government within 15 days starting from the date when the punishment decision is received, and if it is a company elsewhere, it may apply for a ruling with an organ designated by the SCSC within 15 days starting from the date when the punishment decision is received.

CHAPTER EIGHT SUPPLEMENTARY PROVISIONS

   Article 57. The meaning of some terms used in this set of interim procedures:

1. "Listing" refers to the fact that an issuer, with the approval, puts its stocks at a stock exchange for trading.

2. "Listed company" refers to a limited liability company which has got the permission to list its stocks in a stock exchange.

3. "Listing announcement" refers to the announcement and explanation of a company on matters on the listing of its stocks through a designated newspaper or magazine before the listing according to the relevant laws and regulations on securities and the operational rules of the stock exchange.

4. "Listing fees" refers to the money paid by an issuer of stocks to a stock exchange for listing its stock according to the operational rules of the stock exchange.

5. "Listing sponsor" refers to a formal member of a stock exchange which, with the acknowledgment of the stock exchange, recommend an issuer of stocks for a listing.

6. "Seat fees" refers to the money paid by a member of a stock exchange for the use of its seat according to the constitution and operational rules of the stock exchange.

7. "Guaranty fund for transaction" refers to the fund paid to a stock exchange by a member according to the provisions of the constitution and operational rules to guarantee the normal trading of the stocks concerned.

The meaning of the terms not defined in these procedure shall follow those defined in the "Provisional Regulations Concerning the Issuing and Trading of Stocks".

   Article 58. The SCSC shall be responsible for interpreting these procedures.

   Article 59. The procedures shall become effects as of the date of promulgation.