1993 is the Provisional Regulations on the Administration of Stock Issuance and Trading still valid after the revision of the Securities Law in 2005 and the implementation in 2006?
Interim Regulations on the Administration of Stock Issuance and Trading
(1promulgated by the State Council DecreeNo. 1 12 on April 22, 1993)
Chapter I General Provisions
Article 1 These Regulations are formulated in order to meet the needs of the development of the socialist market economy, establish and develop a unified and efficient national securities market, protect the legitimate rights and interests of investors and social and public interests, and promote the development of the national economy.
Article 2 Within the territory of People's Republic of China (PRC), the issuance, trading and related activities of stocks must abide by these Regulations.
The provisions of this Ordinance on stocks shall apply to securities with the nature and function of stocks.
Article 3 The issuance and trading of stocks shall follow the principles of openness, fairness, honesty and credibility.
Article 4 The issuance and trading of shares shall safeguard the dominant position of socialist public ownership and protect state-owned assets from infringement.
Article 5 The the State Council Securities Commission (hereinafter referred to as the "CSRC") is the competent authority of the national securities market, and implements unified management of the national securities market in accordance with the provisions of laws and regulations. China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") is the executive body of the securities commission, which manages and supervises the specific activities of securities issuance and trading in accordance with the provisions of laws and regulations.
Article 6 The specific measures for the issuance and trading of RMB special stocks shall be formulated separately.
Domestic enterprises that directly or indirectly issue shares abroad and trade their shares abroad must obtain the approval of the CSRC, and the specific measures shall be formulated separately.
Chapter II Stock Issuance
Article 7 A stock issuer must be a joint stock limited company with the qualification to issue shares.
The company limited by shares mentioned in the preceding paragraph includes the established company limited by shares and the approved company limited by shares.
Article 8 To establish a joint stock limited company and apply for public offering of shares, the following conditions shall be met:
(a) production and operation in line with the national industrial policy;
(2) The common shares issued by it are limited to one type, and the same shares have the same rights;
(3) The share capital subscribed by the promoters shall not be less than 35% of the total share capital to be issued by the company.
(4) Unless otherwise stipulated by the state, the shares subscribed by the promoters shall not be less than RMB 30 million.
(5) The portion to be publicly issued shall not be less than 25% of the total share capital to be issued by the company, and the share capital subscribed by the employees of the company shall not exceed10% of the total share capital to be publicly issued; If the total amount of the company's proposed share capital exceeds 400 million yuan, the China Securities Regulatory Commission may, as appropriate, reduce the proportion of the public offering to the public according to regulations, but the minimum amount shall not be less than10% of the total amount of the company's proposed share capital;
(6) The promoters have not committed any major illegal acts in the last three years;
(7) Other conditions stipulated by the CSRC.
Article 9 When an original enterprise reorganizes and establishes a joint stock limited company to apply for public offering of shares, it shall meet the following conditions in addition to those listed in Article 8 of these Regulations:
(1) The proportion of net assets to total assets at the end of the year before the issuance is not less than 30%, and the proportion of intangible assets to net assets is not higher than 20%, unless otherwise stipulated by the CSRC;
(2) It has been profitable continuously in the last three years.
Where a state-owned enterprise is reorganized into a joint stock limited company to publicly issue shares, the proportion of shares held by the state to the total share capital to be issued by the company shall be stipulated by the department authorized by the State Council or the State Council.
Article 10 A joint stock limited company applying for capital increase by public offering of shares shall meet the following conditions in addition to those listed in Articles 8 and 9 of these Regulations:
(a) the use of the funds obtained from the previous public offering of shares is consistent with the use stated in its prospectus, and the use efficiency of the funds is good;
(2) It is not less than 12 months since the last public offering of shares;
(3) There is no major illegal act during the period from the previous public offering of shares to this application;
(4) Other conditions stipulated by the CSRC.
Article 11 A directional issuing company applying for public offering of shares shall meet the following conditions in addition to those listed in Articles 8 and 9 of these Regulations:
(a) the purpose of the funds obtained from the directional issuance is consistent with the purpose stated in its prospectus, and the use efficiency of the funds is good;
(2) It is not less than 12 months since the last directional stock issue;
(3) There is no major illegal act during the period from the latest directional issuance to this public offering;
(4) The internal employee stock certificate is issued within the prescribed scope and has been handed over to the securities institution designated by the state for centralized custody;
(5) Other conditions stipulated by the CSRC.
Article 12 An application for public offering of shares shall be handled in accordance with the following procedures:
(1) The applicant employs accounting firms, asset appraisal institutions, law firms and other professional institutions to inspect and evaluate their credit standing, assets and financial status, and after giving legal opinions on relevant matters, according to their affiliation, they respectively apply to the people's governments of provinces, autonomous regions, municipalities directly under the Central Government and cities with separate plans (hereinafter referred to as "local governments") or the competent departments of central enterprises for public offering of shares;
(2) Within the scale of issuance issued by the state, the local government shall examine and approve the issuance application of local enterprises, and the competent department of central enterprises shall examine and approve the issuance application of central enterprises after consulting with the local government where the applicant is located; The local government and the competent department of central enterprises shall make a decision on examination and approval within 30 working days from the date of receiving the application for issuance, and send a copy to the CSRC;
(3) The approved issuance application shall be submitted to the China Securities Regulatory Commission for examination and approval; The China Securities Regulatory Commission shall issue a review opinion within 20 working days from the date of receiving the application for review, and send a copy of the review opinion to the CSRC; With the approval of the China Securities Regulatory Commission, the applicant applies to the listing committee of the stock exchange, and can issue shares only after the listing committee agrees to accept the listing.
Article 13 To apply for public offering of shares, the following documents shall be submitted to the local government or the competent department of central enterprises:
(1) An application report;
(2) The resolution of the sponsors' meeting or shareholders' meeting approving the public offering of shares;
(3) documents approving the establishment of a joint stock limited company;
(4) The business license of a joint stock limited company or the registration certificate for the establishment of a joint stock limited company issued by the administrative department for industry and commerce;
(5) Articles of association or draft articles of association;
(6) the prospectus;
(seven) the feasibility report of the use of funds; Fixed assets investment projects that require state funding or other conditions shall also provide the approval documents of the relevant state departments for the establishment of fixed assets investment projects;
(eight) the financial report of the company audited by an accounting firm in the past three years or since its establishment, and the audit report signed and sealed by two or more certified public accountants and their firms;
(nine) legal opinions signed and sealed by two or more lawyers and their firms on related matters;
(10) Asset appraisal reports signed and sealed by two or more professional appraisers and their institutions, and capital verification reports signed and sealed by two or more certified public accountants and their firms; Where state-owned assets are involved, a confirmation document issued by the state-owned assets management department shall also be provided;
(eleven) the underwriting plan and underwriting agreement of stock issuance;
(twelve) other documents required by the local government or the competent department of central enterprises.
Article 14 When an approved issuance application is submitted to the China Securities Regulatory Commission for review, the following documents shall be submitted in addition to the documents listed in Article 13 of these Regulations:
(a) the local government or the competent department of central enterprises approved the issuance application documents;
(2) Other documents required by the China Securities Regulatory Commission.
Article 15 The prospectus mentioned in Article 13 of these Regulations shall be made in the format prescribed by the China Securities Regulatory Commission, and shall contain the following items:
(1) Name and domicile of the company;
(2) Brief introduction of the promoters and issuers;
(3) the purpose of raising funds;
(4) The total amount of the company's existing share capital, the types and total amount of shares issued this time, the par value and selling price of each share, the net asset value per share before the issuance and the estimated net asset value per share after the issuance, the issuance fee and commission;
(5) Subscription of share capital by the sponsors of the initial public offering, ownership structure and capital verification certificate;
(6) The name, underwriting method and underwriting quantity of the underwriting institution;
(seven) the issue object, time, place, subscription and payment method;
(eight) the plan for the use of the raised funds and the forecast of income and risk;
(nine) the company's recent development plan and the company's profit forecast document for the next year audited by a certified public accountant and issued an audit opinion;
(10) Important contracts;
(eleven) major litigation matters involving the company;
(12) List of directors and supervisors of the company and their resumes;
(thirteen) the basic situation of production and operation and related business development in the past three years or since its establishment;
(14) Financial reports audited by accounting firms in the last three years or since its establishment, and audit reports signed and sealed by two or more certified public accountants and their firms.
(fifteen) the use of funds raised by the company's previous public offering of shares;
(sixteen) other matters required by the China Securities Regulatory Commission.
Article 16 The cover of the prospectus shall state: "The issuer guarantees that the contents of the prospectus are true, accurate and complete. Any decision made by the government and the state securities administration department on this issue does not indicate that it makes a substantive judgment or guarantee on the value of the issuer's shares or the income of investors. "
Article 17 All promoters, directors and lead underwriters shall sign the prospectus to ensure that there are no false, seriously misleading statements or major omissions in the prospectus, and guarantee to bear joint and several liabilities.
Article 18 When performing their duties, certified public accountants, their firms, professional appraisers, their institutions, lawyers and their firms that issue documents for issuers shall check and verify the authenticity, accuracy and completeness of the documents issued in accordance with the business standards and ethics recognized by the industry.
Article 19. Before the public offering of shares is approved, no one may disclose the contents of the prospectus in any form. After the public offering of shares is approved, the issuer shall publish the prospectus two to five working days before the underwriting period begins.
The issuer shall provide the prospectus to the subscribers. The securities underwriting institution shall place the prospectus in the business place and have the obligation to remind the subscribers to read the prospectus.
The prospectus is valid for six months, counting from the date of signing the prospectus. After the prospectus expires, the stock issuance must be stopped immediately.
Article 20 A publicly issued stock shall be underwritten by a securities institution. Underwriting includes underwriting and consignment.
An issuer shall sign an underwriting agreement with a securities operation institution. The underwriting agreement shall specify the following items:
(1) The name, domicile and legal representative of the party concerned;
(2) underwriting method;
(3) The type, quantity, amount and issue price of the shares to be underwritten.
(4) The underwriting period and the start and end dates.
(5) Date and method of underwriting payment;
(6) Calculation, payment method and date of underwriting fees;
(7) Liability for breach of contract;
(eight) other matters that need to be agreed.
The principle for securities institutions to collect underwriting fees shall be determined by the China Securities Regulatory Commission.
Article 21 When underwriting stocks, securities institutions shall verify the authenticity, accuracy and completeness of the prospectus and other relevant publicity materials; If any false or seriously misleading statement or major omission is found, no invitation or offer shall be issued; If it has been issued, it shall immediately stop its sales activities and take corresponding remedial measures.
Article 22 If the total face value of the shares to be publicly issued exceeds 30 million yuan or the estimated total sales amount exceeds 50 million yuan, they shall be underwritten by the underwriting syndicate.
The underwriting syndicate consists of more than two underwriting institutions. The lead underwriter shall be determined by the issuer through bidding or negotiation in accordance with the principle of fair competition. The lead underwriter shall sign an underwriting syndicate agreement with other underwriters.
Article 23 If the total par value of the shares to be publicly issued exceeds 1 100 million yuan or the estimated total sales exceeds1500 million yuan, the proportion of the number of overseas underwriting institutions in the underwriting syndicate and the number of overseas sales to the total sales shall be reasonable.
The term "off-site" as mentioned in the preceding paragraph refers to the area outside the province, autonomous region or municipality directly under the Central Government where the issuer is located.
Article 24 The underwriting period shall not be less than 10 day and shall not exceed 90 days.
During the underwriting period, the underwriting institution shall try its best to sell the shares it underwrites to the subscribers, and shall not take the underwritten shares as its own.
After the expiration of the underwriting period, unsold shares shall be dealt with separately in accordance with the underwriting agreement or consignment method.
Twenty-fifth underwriting institutions or their entrusted institutions shall not charge fees higher than the printing and distribution costs of subscription application forms, and shall not limit the number of subscription application forms distributed to the society.
When the subscription amount exceeds the total amount to be publicly issued to the public, the underwriting institution shall, in accordance with the principle of fairness, place shares by means of proportional placement, proportional retirement placement or lottery. When drawing lots, the underwriting institution shall, under the supervision of the notary office and in accordance with the prescribed procedures, openly draw lots for all stock subscription application forms on the prescribed date, and sell shares to the successful bidder.
Except the underwriting institution or the institution entrusted by it, no unit or individual may issue or resell the stock subscription application form.
Article 26 An underwriting institution shall submit a written report on underwriting to the China Securities Regulatory Commission within 15 working days after the underwriting period expires.
Article 27 After the underwriting period is over, securities institutions shall issue invitations to the public other than the issuer to offer, purchase or sell their issuer's shares, which shall be approved by the China Securities Regulatory Commission and handled in accordance with the prescribed procedures.
Article 28 The provisions of this chapter shall not apply to the issuer's exchange of issued shares for new shares without direct or indirect expenses.
Chapter III Stock Trading
Article 29. Stock trading must be carried out at a securities trading place approved by the Securities Commission.
Article 30 A joint stock limited company applying for listing and trading its shares on a stock exchange shall meet the following conditions:
(1) Its shares have been publicly issued.
(2) The total issued share capital is not less than 50 million yuan;
(3) There are not less than 1000 individual shareholders with a par value of more than RMB 1000, and the total par value of the shares held by individuals is not less than RMB 1000;
(4) The company has made continuous profits in the last three years; Where the original enterprise is reorganized and established as a joint stock limited company, except for the newly established joint stock limited company, the original enterprise has a continuous profit record in the last three years;
(5) Other conditions stipulated by the CSRC.
Article 31 A joint stock limited company that meets the conditions for public offering of shares mentioned in the preceding article shall apply to the listing committee of the stock exchange for listing and trading of its shares on the stock exchange. The listing committee shall, within 20 working days from the date of receiving the application, conduct an examination and determine the specific time for listing. The approval documents shall be submitted to the China Securities Regulatory Commission for the record and copied to the Commission.
Article 32 A joint stock limited company shall submit the following documents to the listing committee of the stock exchange when applying for listing and trading of its shares on the stock exchange:
(1) an application;
(2) Company registration documents;
(3) the approval documents for the public offering of shares;
(4) Financial reports audited by accounting firms in the last three years or since its establishment, and audit reports signed and sealed by two or more certified public accountants and their firms;
(5) Letter of recommendation from members of the stock exchange.
(6) The latest prospectus;
(7) Other documents required by the stock exchange.
Article 33 After the shares are approved to be listed on the stock exchange, the listed company shall publish the listing announcement and the documents listed in Article 32 of these Regulations.
Article 34 The contents of the listing announcement shall include the following contents in addition to the main contents of the prospectus stipulated in Article 15 of these Regulations:
(a) the date and approval number of the shares approved for trading on the stock exchange;
(2) Stock issuance, ownership structure, list of the top ten shareholders and shareholding amount;
(3) The resolution of the company's founding meeting or shareholders' meeting approving the trading of the company's shares in the stock exchange;
(4) Resumes of directors, supervisors and senior managers and their holdings of company securities;
(five) the company's operating performance and financial situation in the past three years or since its establishment, as well as the profit forecast documents for the next year;
(6) Other matters required by the stock exchange.
Article 35 Certified public accountants and their firms, professional appraisers and their institutions, lawyers and their firms that issue documents for listed companies shall, when performing their duties, check and verify the authenticity, accuracy and completeness of the documents issued in accordance with the business standards and professional ethics recognized by the industry.
Article 36 The transfer of state-owned shares must be approved by the relevant state departments, and the specific measures shall be formulated separately.
The transfer of state-owned shares shall not harm their rights and interests.
Article 37 Securities trading places, securities registration and settlement institutions, transfer registration institutions and securities trading institutions shall ensure that overseas customers enjoy the same treatment as domestic customers, and shall not discriminate against or restrict overseas customers.
Article 38 The directors, supervisors and senior managers of a joint stock limited company and corporate shareholders, who holds more than 5% of the voting shares of the company, sell or buy their shares within six months after the sale, and the profits shall be owned by the company.
The provisions of the preceding paragraph shall apply to the directors, supervisors and senior managers of corporate shareholders who hold more than 5% of the voting shares of the company.
Article 39 Securities practitioners, securities managers and other persons who are prohibited from buying and selling stocks according to state regulations shall not directly or indirectly hold or buy or sell stocks, except for buying and selling investment fund securities issued with approval.
Article 40 Relevant professionals who issue audit reports, asset appraisal reports, legal opinions and other documents for stock issuance shall not buy or hold the stock during the underwriting period and within six months after the expiration.
Relevant professionals who produce audit reports, asset appraisal reports, legal opinions and other documents for listed companies shall not buy or hold shares of the company before their audit reports, asset appraisal reports, legal opinions and other documents become public information; It is also forbidden to buy shares of the company within five working days after it becomes public information.
Article 41 A joint stock limited company shall not, in accordance with the relevant provisions of the state, buy back its issued shares without approval.
Article 42 No one may buy or sell stock options, futures and their indices without the approval of the CSRC.
Forty-third financial institutions shall not provide loans for stock trading.
Article 44 Securities institutions shall not lend clients' stocks to others or use them as collateral.
Forty-fifth securities institutions approved to engage in securities self-management, consignment and investment fund management business shall separate the operators, funds and accounts of different businesses.
Chapter IV Acquisition of Listed Companies
Article 46 No individual may hold more than five thousandths of the issued ordinary shares of a listed company. After obtaining the consent of the China Securities Regulatory Commission, the excess part will be acquired by the company according to the lower of the original purchase price and the market price. However, due to the decrease in the total number of common shares issued by the company, if an individual holds more than five thousandths of the common shares issued by the company, the excess may not be purchased within a reasonable period of time.
The RMB special shares issued by companies held by foreign countries and individuals from Hongkong, Macao and Taiwan Province and the shares issued abroad are not subject to the five thousandth limit as stipulated in the preceding paragraph.
Article 47 If a legal person directly or indirectly holds 5% of the issued common stock of a listed company, it shall make a written report to the company, the stock exchange and the China Securities Regulatory Commission and make an announcement within three working days from the date of the fact. However, if a legal person holds more than 5% of the issued ordinary shares of the company due to the decrease of the total issued ordinary shares of the company, it will not be subject to the above restrictions within a reasonable period of time.
After a legal person holds more than 5% of the issued ordinary shares of a listed company, when the increase or decrease of the shares reaches 2% of the total issued shares of the company, it shall make a written report and make an announcement to the company, the stock exchange and the China Securities Regulatory Commission within three working days from the date of the fact.
A legal person shall not directly or indirectly buy or sell the stock within two working days from the date of filing and announcement in accordance with the provisions of the preceding two paragraphs before filing.
Article 48 When a legal person other than the promoters directly or indirectly holds 30% of the issued ordinary shares of a listed company, it shall make an offer to all shareholders of the company within 45 working days from the date of this fact, and purchase the shares in the form of monetary payment at the higher of the following prices:
(1) The highest price paid by the purchaser for the stock within 12 months before the tender offer is issued;
(two) the average market price of the stock within 30 working days before the tender offer.
The holder specified in the preceding paragraph may not buy the shares again before making an offer.
Article 49 The purchaser shall make a written report on the acquisition to the China Securities Regulatory Commission before issuing the tender offer; When issuing an offer, it shall provide the offeree and the stock exchange with a description of its own situation and all information related to the offer, and ensure that the materials are true, accurate, complete and not misleading.
The validity of the offer shall be no less than 30 working days from the date of the offer. The offer shall not be withdrawn within 30 working days from the date of issuance.
Article 50 All conditions of tender offer shall apply to all holders of the same kind of shares.
Article 51 When the tender offer expires, if the common stock held by the purchaser does not reach 50% of the total issued common stock of the company, it shall be deemed as a failure of the tender offer; Except for issuing a new tender offer, the purchaser shall not purchase more than 5% of the total issued common shares of the company every year thereafter.
Upon the expiration of the tender offer period, the company shall terminate its trading in the stock exchange if the common shares held by the tender offer reach more than 75% of the total issued common shares of the company.
When the total number of shares offered by the offeror is less than the total number of shares pre-offered, the offeror shall purchase shares from all pre-offerees in proportion.
When the tender offer period expires and the shares held by the tender offer reach 90% of the total shares of the company, the remaining shareholders have the right to sell their shares to the tender offer under the same conditions.
Article 52 If the main offer conditions change after the offer is made, the offeror shall immediately notify all the offerees. The notice can take the form of press conference, newspaper publication or other forms of communication.
During the offer period and within 30 working days after the expiration of the offer, the offeror may not acquire shares by other means except the conditions stipulated in the offer.
The offeree who accepted the offer in advance has the right to withdraw his acceptance of the offer before it becomes invalid.
Chapter V Custody, Liquidation and Transfer
Article 53 A stock issue shall be registered. The issuer may issue accounting vouchers or physical vouchers. The book-entry voucher stock register shall be kept by the institution designated by the China Securities Regulatory Commission. Where the physical coupons are kept centrally, they shall also be kept by the institution designated by the China Securities Regulatory Commission.
Article 54 Without the written consent of the stock holder, the stock custodian institution shall not lend the holder's stock to others or use it as collateral.
Article 55 A securities settlement institution shall, in accordance with the principles of convenience, safety and fairness, formulate business rules and internal management systems for securities settlement and delivery.
A securities settlement institution shall accept its members in accordance with the principle of fairness.
Article 56 Securities registration, settlement, transfer and registration institutions shall be subject to the supervision of the China Securities Regulatory Commission.
Chapter VI Information Disclosure of Listed Companies
Article 57 A listed company shall submit the following documents to the China Securities Regulatory Commission and the stock exchange:
(a) Submit an interim report within 60 days after the end of the first six months of each fiscal year;
(two) after the end of each fiscal year 120 days, submit the annual report audited by certified public accountants.
The interim report and the annual report shall conform to the national accounting system and the relevant provisions of the China Securities Regulatory Commission, and shall be signed by the directors or managers authorized by the listed company and stamped with the seal of the listed company.
Article 58 The interim report listed in Article 57 of these Regulations shall include the following contents:
(1) Financial report of the company;
(2) the analysis of the company's financial status and operating results by the company's management department;
(3) Major litigation matters involving the company;
(4) Changes in the shares issued by the company;
(5) Important matters submitted by the company to shareholders with voting rights for consideration;
(6) Other contents required by the China Securities Regulatory Commission.
Article 59 The annual report listed in Article 57 of these Regulations shall include the following contents:
(1) Brief introduction of the company;
(2) Brief introduction of the company's main products or services;
(3) Brief introduction of the industry to which the company belongs;
(4) A brief description of the important factories, mines, real estate and other properties owned by the company;
(5) The issued shares of the company, including the list of shareholders holding more than 5% of the issued common shares of the company and the list of the top ten major shareholders;
(6) Number of shareholders of the company.
(7) Brief introduction, shareholding and remuneration of the directors, supervisors and senior managers of the company;
(eight) the name list and brief introduction of the company and its related personnel;
(9) A summary of the financial information of the company in the last three years or since its establishment;
(10) Analysis of the company's financial status and operating results by the company's management department;
(11) Changes in bonds issued by the company;
(12) Major litigation matters involving the company;
(thirteen) the comparative financial reports of the company in the last two years audited by certified public accountants and their schedules and notes; If the listed company is a holding company, it shall also include the comparative consolidated financial reports of the last two years;
(fourteen) other contents required by the China Securities Regulatory Commission.
Article 60 In the event of a major event that may have a significant impact on the stock market price of a listed company, but investors have not yet learned about it, the listed company shall immediately submit a major event report to the stock exchange and the China Securities Regulatory Commission, and make it public to explain the essence of the event. However, if a listed company has sufficient reasons to believe that the announcement of the major event to the public will harm the interests of the listed company, and the failure to announce it will not lead to major changes in the stock market price, it may not be announced with the consent of the stock exchange.
The major events mentioned in the preceding paragraph include the following situations:
(1) The conclusion of an important contract by the company may have a significant impact on one or more of the company's assets, liabilities, rights and interests and operating results;
(2) Major changes have taken place in the company's business policies or business projects;
(3) The company has significant investment behavior or purchased long-term assets with a large amount;
(4) The company has significant debts;
(5) The company's breach of contract in failing to repay due major debts;
(six) the company has a major operating or non-operating loss;
(seven) the company's assets suffered heavy losses;
(8) Significant changes have taken place in the company's production and operation environment;
(nine) the newly promulgated laws, regulations, policies and rules may have a significant impact on the company's operation;
(ten) the chairman of the board of directors, more than thirty percent of the directors or the general manager changes;
(1 1) The fact that shareholders who hold more than 5% of the company's issued common shares increase or decrease once for every shareholder who holds more than 2% of the company's total issued shares;
(12) Major litigation matters involving the company;
(13) liquidation and bankruptcy of the company.
Article 61 When the news appearing in the public media may have misleading influence on the stock market price of a listed company, the company shall publicly clarify it immediately after it knows the news.
Article 62 Where the directors, supervisors and senior managers of a listed company hold common shares of the company, they shall report their shareholding to the China Securities Regulatory Commission, the stock exchange and the company; If the shareholding changes, it shall report to the China Securities Regulatory Commission, the stock exchange and the company within ten working days from the date of the change.
The persons listed in the preceding paragraph shall be obliged to report in accordance with the provisions of this article within six months after resigning or leaving their posts.
Article 63 A listed company shall publish the required information in a national newspaper designated by the China Securities Regulatory Commission.
A listed company may publish relevant information in newspapers and periodicals designated by the local stock exchange while publishing information in accordance with the provisions of the preceding paragraph.
Article 64 The China Securities Regulatory Commission shall promptly disclose to the public the reports, announcements and other documents submitted by listed companies, their directors, supervisors and senior managers, and shareholders holding more than 5% of the company's issued common shares for investors' reference.
The information required to be disclosed by the China Securities Regulatory Commission is public information, except the following information:
(1) Business secrets protected by laws and regulations and allowed to be kept secret;
(2) Non-public information and documents obtained by the China Securities Regulatory Commission in the process of investigating and handling illegal acts;
(3) Other information and documents that may not be disclosed according to relevant laws and regulations.
Article 65 A shareholder may authorize others to exercise the right of consent or voting on his behalf. However, when soliciting the consent or voting rights of more than 25 people, anyone shall abide by the provisions of the China Securities Regulatory Commission on information disclosure and reporting.
Article 66 A listed company shall not only submit the reports, announcements, information and documents specified in this chapter to the China Securities Regulatory Commission and the stock exchange, but also submit relevant reports, announcements, information and documents in accordance with the provisions of the stock exchange, and make them public to all shareholders.
Article 67 The provisions of Articles 57 to 65 of these Regulations shall apply to joint stock limited companies that have publicly issued shares and whose shares are not listed and traded on the stock exchange.
Chapter VII Investigation and Punishment
Sixty-eighth China Securities Regulatory Commission has the right to investigate the units and individuals that violate the provisions of these Regulations, or jointly with the relevant departments of the state. Major cases are investigated by the CSRC.
sixth