Adopted at the 6th Meeting of the Standing Committee of the 9th National People's Congress on 1998 Year 12 Month 29 Day, and twice revised at the 15th Meeting of the Standing Committee of the 13th National People's Congress on 2019 Year 12 Month 28 Day. Effective as of 2020 Year 3 Month 1 Day.
I. Securities Issuance
Registration-based system
Public offerings of securities must comply with legal and administrative regulations and be registered with the securities regulatory authority under the State Council or a department authorized by the State Council. No entity or individual may publicly offer securities without such registration.
Determination of Public Offering
- • Issuing securities to unspecified targets
- • Issuing securities to a specific target where the cumulative number of recipients exceeds 200 (excluding employees participating in an employee stock ownership plan implemented in accordance with the law).
- • Other issuance behaviors prescribed by laws and administrative regulations
II. Securities Trading
Trading Venue
Publicly offered securities shall be listed for trading on a stock exchange established in accordance with the law or traded on other national securities trading venues approved by the State Council.
Transaction Method
Adopt open centralized trading methods or other methods approved by the securities regulatory authority under the State Council.
III. Prohibited Trading Activities
Insider trading
Insiders and those who illegally obtain inside information must not trade the company's securities, disclose the information, or recommend that others trade it before the information is made public.
Market manipulation
Prohibit manipulating the securities market through means such as concentrating capital advantages to jointly trade, colluding in trading, self-dealing, false declarations, or inducing transactions.
False Statement
Do not fabricate or spread false or misleading information to disrupt the securities market.
4. Information Disclosure
Basic Requirements
Information disclosed by obligated parties shall be truthful, accurate, and complete; clear, concise, and easy to understand. It must not contain false records, misleading statements, or material omissions.
Periodic Report
Annual report (within 4 months after the fiscal year end), interim report (within 2 months after the first half-year end)
Temporary Report
Immediately report and disclose any major events that could significantly impact stock prices.
5. Investor Protection
- • Suitability ManagementBrokerages must understand investors' profiles and offer matching products and services.
- • Burden of Proof ReversalIn disputes between retail investors and securities firms, the firm must prove that no misleading or fraudulent conduct occurred.
- • Representative Litigation: An investor protection agency may act as a representative to participate in litigation when entrusted by 50 or more investors.
- • Advance CompensationThe issuer's controlling shareholder, actual controller, and relevant securities firms may entrust investor protection agencies to make advance compensation.
- • Representative LitigationInvestor protection institutions may file lawsuits in their own name to protect the company's interests.
VI. Acquisition of Listed Companies
- • Report and disclose (flag) when holdings reach 5%; no further trading allowed for 3 days.
- If the holding reaches 30% and continues to increase, a tender offer must be made to all shareholders.
- • The offer period shall be at least 30 days and no more than 60 days.
- • Shares held may not be transferred for 18 months following the acquisition.
VII. Securities Companies
Business Scope
- • Securities brokerage, investment consulting, and financial advisory
- • Securities underwriting and sponsorship, securities margin trading
- • Securities market making trading, securities proprietary trading
- • Other securities business
Minimum registered capital: 5000 million yuan for brokerage, consulting, and financial advisory; 1 billion yuan for underwriting, sponsorship, margin financing and securities lending, or market making; 5 billion yuan if two or more of these businesses are conducted.
Regulatory Document Attachment
Securities Law of the People's Republic of China (PDF)