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BIZCHINA / Finance

Securities Law of the People's Republic of China (revised in 2005)

Updated: 2006-04-18 08:56

Article 53 Where an application for the listing of stocks has been subject to the examination and approval of a stock exchange, the relevant company that has reached a listing agreement thereon shall announce the relevant documents for stock listing within the prescribed period and shall make the said documents available for public reference in designated places.

Article 54 A company that has reached a listing agreement may not only announce the documents as prescribed in the preceding Article herein but also announce the following items:
 (1) The date when the stocks have been approved to be listed in a stock exchange;
 (2) The name list of the top 10 shareholders who hold the largest number of shares in the company as well as the amount of stocks as held thereby;
 (3) The actual controller of the company; and
 (4) The names of the directors, supervisors and senior managers of the company as well as the relevant information on the stocks and bonds of the company as held thereby.

Article 55 Where a listed company is in any of the following circumstances, the stock exchange shall decide to suspend the listing of its stocks:
 (1) Where the total amount of capital stock or share distribution of the company changes and thus, fails to meet the requirements of listing;
 (2) Where the company fails to publicize its financial status according to the relevant provisions or has any false record in its financial statements, which may mislead the investors;
 (3) Where the company has any major irregularity;
 (4) Where the company has been operating at a loss for the latest 3 consecutive year; or
 (5) Under any other circumstance as prescribed in the listing rules of the stock exchange.

Article 56 Where a listed company is in any of the following circumstances, the stock exchange shall decide to terminate the listing of its stocks:
 (1) Where the total amount of capital stock or share distribution of the company changes and thus, fails to meet the requirements of listing, and where the company fails again to meet the requirements of listing within the period as prescribed by the stock exchange;
 (2) Where the company fails to publicize its financial status according to the relevant provisions or has any false record in its financial statements, and refuses to make any correction;
 (3) Where the company has been operating at a loss for the latest 3 consecutive years and fails to gain profits in the year thereafter;
 (4) Where the company is dissolved or is announce bankruptcy; or
 (5) Under any other circumstance as prescribed in the listing rules of the stock exchange.

Article 57 A company shall, when applying for the listing of corporate bonds, fulfill the following requirements:
 (1) The term of corporate bonds shall be more than 1 year;
 (2) The amount of corporate bonds to be actually issued shall be no less than RMB 50 million yuan; and
 (3) The company shall meet the statutory requirements for the issuance of corporate bonds when applying for the listing of its bonds.

Article 58 A company shall, when filing an application for the listing of its corporate bonds, report the following documents to a stock exchange:
 (1) The listing report;
 (2) The resolution as adopted by the board of directors regarding the application for listing;
 (3) The constitution of the company;
 (4) The business license of the company;
 (5) The measures for financing through the issuance of corporate bonds;
 (6) The amount of corporate bonds to be actually issued; and
 (7) Any other document as prescribed in the listing rules of the stock exchange. With regard to an application for the listing of convertible corporate bonds, the Recommendation Letter of Listing as produced by the relevant recommendation party shall be reported.

Article 59 Where an application for the listing of corporate bonds has been subject to the examination and approval of the stock exchange, the company that has reached a listing agreement thereon shall, within the prescribed period, announce its report on the listing of its corporate bonds as well as the relevant documents and make its application documents available for public reference in designated places.

Article 60 After any corporate bonds are listed, where the relevant company is in any of the following circumstances, the stock exchange may decide to suspend the listing of its corporate bonds:
 (1) Where the company has any major irregularity;
 (2) Where the company has any major change and thus fails to meet the requirements for the listing of corporate bonds;
 (3) Where the funds as raised through the issuance of corporate bonds fail to be used according to the purpose as verified;
 (4) Where the company fails to perform its obligations according to the measures for financing through the issuance of corporate bonds; or
 (5) Where the company has been operating at a loss for the latest 2 consecutive years.

Article 61 Where a company is in any of the circumstances as described in item (1) or (4) of the preceding Article herein and the consequences as incurred therefrom have been verified to be serious, or where a company is under any of the circumstances as described in any of item (2), (3), or (5) of the preceding Article herein and fails to eliminate the relevant consequence within a specified time limit, the stock exchange shall decide to terminate the listing of corporate bonds of the company. In case a company is dissolved or declared bankrupt, the stock exchange shall terminate the listing of corporate bonds thereof.

Article 62 Any company, which is dissatisfied with a decision of a stock exchange on disapproving, suspending or terminating its listing, may file an application for a review with the review organ established by the stock exchange.
 
Section III On-going Information Disclosure

Article 63 The information as disclosed by issuers and listed companies according to law shall be authentic, accurate and integrate and may not have any false record, misleading statement or major omission.

Article 64 As for the stocks that have been publicly issued upon the verification of the securities regulatory authority under the State Council or for the corporate bonds that have been publicly issued upon the verification of the department as authorized by the State Council according to law, the prospectus or the measures for financing through the issuance of corporate bonds shall be announced. In an IPO of stocks or corporate bonds, the relevant financial statements shall be announced as well.


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