中华人民共和国证券法（三）

会计考友 · 发表于 2012-8-16 08:34:12

　　PART ELEVEN: LEGAL LIABILITY
　　Article 188: Any person that publicly offers securities or does so in a disguised manner without verification and approval by the statutory authority shall be ordered to cease the offering and refund the proceeds of the offer together with bank deposit interest for the same period, and fined not less than 1% and not more than 5% of the amount of the illegal offer proceeds. The company that is established by way of the unauthorized public offer or disguised public offer of securities shall be shut down by the authority or department performing regulatory duties in accordance with the law jointly with the local people's government at or above county level. The persons in charge that are directly responsible therefor and the other directly responsible persons shall be issued a warning and fined not less than Rmb 30,000 and not more than Rmb 300,000.
　　Article 189: Where an issuer that fails to meet the conditions of offering obtains by deceptive means verification and approval of an offer, a fine of not less than Rmb 300,000 and not more than Rmb 600,000 shall be imposed if the securities have not yet been issued. If the securities have already been issued, a fine of not less than 1% and not more than 5% of the amount of the illegal offer proceeds shall be imposed. The persons in charge that are directly responsible therefor and the other directly responsible persons shall be fined not less than Rmb 30,000 and not more than Rmb 300,000.
　　If the controlling shareholder or de facto controlling person of the issuer has instigated the issuer to conduct the illegal act specified in the preceding paragraph, it shall be subject to penalties in accordance with the provisions of the preceding paragraph.
　　Article 190: Where a securities company distributes or deals as an agent in securities that are publicly offered without verification and approval, it shall be ordered to cease the distribution or dealing, its illegal income shall be confiscated and a fine of not less than the amount of and not more than five times the illegal income shall be imposed. If there is no illegal income or the illegal income is less than Rmb 300,000, a fine of not less than Rmb 300,000 and not more than Rmb 600,000 shall be imposed. If it has caused losses to the investors, it shall bear the joint and several liability for compensation with the issuer. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning, their employment qualifications or securities business qualifications shall be revoked, and they shall be fined not less than Rmb 30,000 and not more than Rmb 300,000.
　　Article 191: If a securities company has any of the following acts in distribution of securities, it shall be ordered to rectify the matter and issued a warning, its illegal income shall be confiscated and a fine of not less than Rmb 300,000 and not more than Rmb 600,000 shall be imposed. If the circumstances are serious, its relevant business licence shall be suspended or revoked. If it has caused losses to other securities distribution institutions or investors, it shall bear the liability for compensation according to law. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning, and a fine of not less than Rmb 30,000 and not more than Rmb 300,000 may also be imposed. If the circumstances are serious, their employment qualifications or securities business qualifications shall be revoked:
　　carry out advertising or other publicity and promotional activities that are false or that mislead investors; solicit distribution business by means of unfair competition; or other acts in violation of the provisions on securities distribution business. Article 192: If a sponsor issues a sponsorship document that contains falsehoods, misleading statements or major omissions or fails to perform other statutory duties, it shall be ordered to rectify the matter and issued a warning, its business income shall be confiscated and a fine of not less than the amount of and not more than five times the business income shall be imposed. If the circumstances are serious, its relevant business licence shall be suspended or revoked. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning and a fine of not less than Rmb 30,000 and not more than Rmb 300,000 shall be imposed. If the circumstances are serious, their employment qualifications or securities business qualifications shall be revoked.

会计考友 · 发表于 2012-8-16 08:34:13

　　Article 193: If an issuer, a listed company or other person with information disclosure obligations fails to disclose information according to regulations or if the disclosed information contains falsehoods, misleading statements or major omissions, it shall be ordered to carry out rectification, a warning shall be issued, and a fine of not less than Rmb 300,000 and not more than Rmb 600,000 shall be imposed. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning and fined not less than Rmb 30,000 and not more than Rmb 300,000.
　　If an issuer, a listed company or other person with information disclosure obligations fails to submit a relevant report according to regulations or if a submitted report contains falsehoods, misleading statements or major omissions, it shall be ordered to carry out rectification, a warning shall be issued, and a fine of not less than Rmb 300,000 and not more than Rmb 600,000 shall be imposed. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning and fined not less than Rmb 30,000 and not more than Rmb 300,000.
　　If the controlling shareholder or de facto controlling person of the issuer, listed company or other person with information disclosure obligations has instigated the issuer, the listed company or the person to carry out the illegal act specified in the two preceding paragraphs, it shall be subject to penalties in accordance with the provisions of the two preceding paragraphs.
　　Article 194: If an issuer or a listed company changes the usage of the proceeds of a public offer of securities without authorization, it shall be ordered to rectify the matter, and the persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning and fined not less than Rmb 30,000 and not more than Rmb 300,000.
　　If the controlling shareholder or de facto controlling person of the issuer or listed company has instigated the issuer or listed company to carry out the illegal act specified in the preceding paragraph, the controlling shareholder or de facto controlling person shall be issued a warning and fined not less than Rmb 300,000 and not more than Rmb 600,000. The persons in charge that are directly responsible therefor and other directly responsible persons shall be subject to penalties in accordance with the provisions of the preceding paragraph.
　　Article 195: If a director, supervisor or senior management personnel of a listed company or a shareholder that holds more than 5% of the shares of the listed company deals in the shares of the company in violation of Article 47 hereof, a warning shall be issued and a fine of not less than Rmb 30,000 and not more than Rmb 100,000 may be imposed.
　　Article 196: If anyone illegally establishes a stock exchange, the people's government above the county level shall ban the exchange, confiscate its illegal income and impose a fine of not less than the amount of and not more than five times the illegal income. If there is no illegal income or the illegal income is less than Rmb 100,000, a fine of not less than Rmb 100,000 and not more than Rmb 500,000 shall be imposed. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning and fined not less than Rmb 30,000 and not more than Rmb 300,000.
　　Article 197: If anyone, without approval, establishes a securities company or illegally operates securities business, the securities regulatory authority shall ban the company or business, confiscate the illegal income and impose a fine of not less than the amount of and not more than five times the illegal income. If there is no illegal income or the illegal income is less than Rmb 300,000, a fine of not less than Rmb 300,000 and not more than Rmb 600,000 shall be imposed. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning and fined not less than Rmb 30,000 and not more than Rmb 300,000.

会计考友 · 发表于 2012-8-16 08:34:14

　　Article 198: If anyone violates the provisions hereof by employing any person without employment qualifications or securities business qualifications, the securities regulatory authority shall order rectification and issue a warning, and may also impose a fine of not less than Rmb 100,000 and not more than Rmb 300,000. The persons in charge that are directly responsible therefor shall be issued a warning and may also be fined not less than Rmb 30,000 and not more than Rmb 100,000.</p>
　　Article 199: If a person that is prohibited by laws or administrative regulations from participating in share trading holds or purchases or sells shares directly, under an assumed name or in the name of another, he shall be ordered to dispose of the illegally held shares according to law. The illegal income shall be confiscated, and a fine of not more than the value of the shares purchased or sold shall be imposed. If the perpetrator is a member of the working personnel of the State, administrative penalty shall also be imposed according to law.
　　Article 200: If a member of the working personnel of a stock exchange, securities company, securities registration and clearing institution, securities service organization or the Securities Association willfully provides false information, conceals, forges, alters or destroys trading records or deceives investors into purchasing or selling securities, his securities business qualifications shall be revoked and a fine of not less than Rmb 30,000 and not more than Rmb 100,000 shall be imposed. If the perpetrator is a member of the working personnel of the State, administrative penalty shall also be imposed according to law.
　　Article 201: If a securities service organization or person that issues documents such as audit reports, asset valuation reports or legal opinions for share issuance, listing or trading purchases or sells shares in violation of Article 45 hereof, the organization or person shall be ordered to dispose of the illegally held shares according to law. The illegal income shall be confiscated and a fine of not more than the value of the shares purchased or sold shall be imposed.
　　Article 202: If, prior to the announcement of information relating to the issuance or trading of securities or other information that has a major effect on the price of securities, an informed person with insider information on securities trading or a person that has illegally obtained insider information on securities trading purchases or sells such securities, divulges such information or counsels another person to purchase or sell such securities, the person shall be ordered to dispose of the illegally held securities according to law; the illegal income shall be confiscated and a fine of not less than the amount of and not more than five times the illegal income shall be imposed. If there is no illegal income or the illegal income is less than Rmb 30,000, a fine of not less than Rmb 30,000 and not more than Rmb 600,000 shall be imposed. If a work unit carries out insider trading, the persons in charge that are directly responsible therefor and other directly responsible persons shall also be issued a warning, and fined not less than Rmb 30,000 and not more than Rmb 300,000. If a member of the working personnel of the securities regulatory authority carries out insider trading, he shall be subject to severe penalty.
　　Article 203: If anyone violates the provisions hereof by manipulating the securities market, the perpetrator shall be ordered to dispose of its illegally held securities according to law. The illegal income shall be confiscated and a fine of not less than the amount of and not more than five times the illegal income shall be imposed. If there is no illegal income or the illegal income is less than Rmb 300,000, a fine of not less than Rmb 300,000 and not more than Rmb 3 million shall be imposed. If a work unit manipulates the securities market, the persons in charge that are directly responsible therefor and other directly responsible persons shall also be issued a warning and fined not less than Rmb 100,000 and not more than Rmb 600,000.

会计考友 · 发表于 2012-8-16 08:34:15

　　Article 204: If anyone violates the provisions of law by purchasing or selling securities within the period in which transfer is restricted, the perpetrator shall be ordered to rectify the matter and be issued a warning, and a fine of not more than the value of the securities illegally purchased or sold shall be imposed. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning and fined not less than Rmb 30,000 and not more than Rmb 300,000.
　　Article 205: If a securities company violates the provisions hereof by engaging in trading on the margin and short sale of securities for clients, the illegal income shall be confiscated, the relevant business licence shall be suspended or revoked, and a fine of not more than the value of the margin loan shall be imposed. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning. Their employment qualifications or securities business qualifications shall be revoked and they shall be fined not less than Rmb 30,000 and not more than Rmb 300,000.
　　Article 206: If anyone violates the provisions of the first and the third paragraphs of Article 78 hereof by disturbing the order of the securities market, the securities regulatory authority shall order the perpetrator to rectify the matter, confiscate the illegal income and impose a fine of not less than the amount of and not more than five times the illegal income. If there is no illegal income or the illegal income is less than Rmb 30,000, a fine of not less than Rmb 30,000 and not more than Rmb 200,000 shall be imposed.
　　Article 207: If anyone violates the provisions of the second paragraph of Article 78 hereof by making a false statement or providing misleading information in securities trading activities, the perpetrator shall be ordered to rectify the matter and fined not less than Rmb 30,000 and not more than Rmb 200,000. If the perpetrator is a member of the working personnel of the State, administrative penalty shall also be imposed according to law.
　　Article 208: If a legal person violates the provisions hereof by establishing an account in the name of another person, or using the account of another person to purchase or sell securities, the legal person shall be ordered to rectify the matter, the illegal income shall be confiscated and a fine of not less than the amount of and not more than five times the illegal income shall be imposed. If there is no illegal income or the illegal income is less than Rmb 30,000, a fine of not less than Rmb 30,000 and not more than Rmb 300,000 shall be imposed. The persons in charge that are directly responsible therefor and other directly responsible persons shall be fined not less than Rmb 30,000 and not more than Rmb 100,000.
　　If a securities company provides its own or another person's securities trading account for an illegal act specified in the preceding paragraph, in addition to the penalty specified in the preceding paragraph, the employment qualifications or securities business qualifications of the persons in charge that are directly responsible therefor and other directly responsible persons shall be revoked.
　　Article 209: If a securities company violates the provisions hereof by engaging in securities business on its own account using the name of another person or the name of an individual, it shall be ordered to rectify the matter, the illegal income shall be confiscated, and a fine of not less than the amount of and not more than five times the illegal income shall be imposed. If there is no illegal income or the illegal income is less than Rmb 300,000, a fine of not less than Rmb 300,000 and not more than Rmb 600,000 shall be imposed. If the circumstances are serious, its permit for securities business on own account shall be suspended or revoked. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning. Their employment qualifications or securities business qualifications shall be revoked and they shall be fined not less than Rmb 30,000 and not more than Rmb 100,000.

会计考友 · 发表于 2012-8-16 08:34:16

　　Article 210: If a securities company deals in securities or handles trading matters contrary to a client's instructions, or handles non-trading matters contrary to the client's authentic declaration of intention, it shall be ordered to rectify the matter and fined not less than Rmb 10,000 and not more than Rmb 100,000. If losses are caused to the client, the securities company shall bear the liability for compensation according to law.
　　Article 211: If a securities company or securities registration and clearing institution misappropriates the funds or securities of a client, or purchases or sells securities for a client without the client's instruction, it shall be ordered to rectify the matter. The illegal income shall be confiscated, and a fine of not less than the amount of and not more than five times the illegal income shall be imposed. If there is no illegal income or the illegal income is less than Rmb 100,000, a fine of not less than Rmb 100,000 and not more than Rmb 600,000 shall be imposed. If the circumstances are serious, it shall be ordered to close down or its relevant business licence shall be revoked. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning. Their employment qualifications or securities business qualifications shall be revoked and they shall be fined not less than Rmb 30,000 and not more than Rmb 300,000.
　　Article 212: If, when handling brokerage business, a securities company accepts a discretionary order of a client to purchase or sell securities or gives a commitment to a client concerning earnings from the purchase or sale of securities or compensation for losses from the purchase or sale of securities, it shall be ordered to rectify the matter. The illegal income shall be confiscated, and a fine of not less than Rmb 50,000 and not more than Rmb 200,000 shall be imposed. Its relevant business licence may also be suspended or revoked. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning and fined not less than Rmb 30,000 and not more than Rmb 100,000. Their employment qualifications or securities business qualifications may also be revoked.
　　Article 213: If a purchaser fails to perform the obligations in relation to the takeover of a listed company such as making announcements, issuing a takeover offer and submitting a listed company takeover report, or amends the takeover offer without authorization, it shall be ordered to rectify the matter, issued a warning and fined not less than Rmb 100,000 and not more than Rmb 300,000. Before it rectifies the matter, it may not exercise voting rights for the portion of shares held by it or jointly held by it with other parties through agreement or other arrangement. The persons in charge that are directly responsible therefor and other directly responsible persons shall be issued a warning and fined not less than Rmb 30,000 and not more than Rmb 300,000.
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