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1、证券法英文版（Adopted at the 6th Session of the Standing Committee of the 9th National Peoples Congress on 29 December 1998； first revision according to the Decision at the 11th Session of the Standing Committee of the 10th National Peoples Congress on 28 August 2004； second revision adopted at the 18th Se
2、ssion of the Standing Committee of the 10th National Peoples Congress on 27 October 2005 and effective as of 1 January 2006.）PART ONE： GENERAL PROVISIONSArticle 1： This Law is formulated in order to standardize the issuing and trading of securities， to protect the lawful rights and interests of inve
3、stors， to safeguard the social and economic order and the public interest and to promote the development of the socialist market economy.Article 2： This Law applies to the issuing and trading in the Peoples Republic of China of shares， corporate bonds and such other securities as are lawfully recogn
4、ized by the State Council. Issues not covered by this Law shall be governed by the provisions of the PRC， Company Law and other laws and administrative regulations.The listing and trading of government bonds and securities investment fund shares shall be governed by this Law. Where there are special
5、 stipulations in other laws and administrative regulations， such stipulations shall apply.The administrative procedures on the issuing and trading of varieties of securities derivatives shall be stipulated by the State Council according to the principles of this Law.Article 3： The issuing and tradin
6、g activities of securities must be carried out in line with the principle of openness， equitability and fairness.Article 4： The parties involved in the issuing and trading of securities shall have equal legal status and adhere to the principle of voluntariness， compensation and good faith.Article 5：
7、 The issuing and trading of securities must be conducted in accordance with laws and administrative regulations. Fraudulent and insider trading and manipulation of the securities market are prohibited.Article 6： Unless stipulated otherwise by the State， securities business， and banking business， tru
8、st business and insurance business shall be operated and administered separately， and securities companies shall be established independently from banking， trust and insurance business organizations.Article 7： The State Councils securities regulatory authority shall implement centralized and unified
9、 regulation of the nationwide securities market according to law.The State Councils securities regulatory authority may establish offices as necessary， in order to perform its regulatory duties as authorized.Article 8： Subject to centralized and unified regulation by the State of securities issuing
10、and trading activities， a Securities Association shall be established according to law to carry out self-regulation.Article 9： The State audit authority shall supervise stock exchanges， securities companies， securities registration and clearing institutions and the securities regulatory authority by
11、 audit according to law.PART TWO： ISSUING OF SECURITIESArticle 10： Public offers1 of securities must meet the conditions prescribed in laws and administrative regulations and be reported according to law to the State Councils securities regulatory authority， or the department authorized by the State
12、 Council， for verification and approval. No work unit or individual may make a public offer2 of securities if the same has not been verified and approved according to law.The following circumstances shall be deemed as a public offer：issue securities to unspecific targets；issue securities to an aggre
13、gate of 200 specific targets； or other acts of offer stipulated in laws or administrative regulations. Non-public offer of securities may not use advertising， public inducement or public method in a disguised form.Article 11： Where an issuer applies for public offer of shares or corporate bonds conv
14、ertible to shares using a form of underwriting according to law or it applies for public offer of other securities that are subject to the sponsor system according to the provisions of laws and administrative regulations， it shall engage an institution with sponsor qualifications to be its sponsor.T
15、he sponsor shall comply with the business rules and industry standards， act in good faith and with due diligence， prudently verify the application documents and information disclosure materials of the issuer， and procure and guide the issuer to operate in a standardized manner.The qualifications of
16、sponsors and the administrative procedures in relation thereto shall be stipulated by the State Councils securities regulatory authority.Article 12： Establishment of a company limited by shares to make a public offer2 of shares shall meet the conditions stipulated in the PRC， Company Law， and other conditions stipulated by the State Councils securities regulatory authority that have been approved by the State Council； and a share offering application and the following document
