情况报国务院证券监督管理机构备案。
Article 36 In a public offer of stocks, when the term for sale by proxy or exclusive sale expires, an issuer shall report the information on stock issuance to the securities regulatory authority under the State Council for archival purpose within the prescribed time. Chapter III Transaction of Securities 第三章 证券交易
Chapter III Trading of Securities 第一节 一般规定
Section I General Provisions
第三十七条 证券交易当事人依法买卖的证券，必须是依法发行并交付的证券。非依法发行的证券，不得买卖。
Article 37 The securities as purchased and sold by any party who is involved in any securities transaction shall be the securities that have been legally issued and delivered. No securities that have been illegally issued may be purchased or sold.
第三十八条 依法发行的股票、公司债券及其他证券，法律对其转让期限有限制性规定的，在限定的期限内不得买卖。
Article 38 All stocks, corporate bonds or any other securities that have been legally issued, where there are any restrictive provisions of laws on the term of transfer thereof, may not be purchased or sold within the restrictive term.
第三十九条 依法公开发行的股票、公司债券及其他证券，应当在依法设立的证券交易所上市交易或者在国务院批准的其他证券交易场所转让。
Article 39 All stocks, corporate bonds or any other securities that have been publicly issued according to law shall be listed in a stock exchange as legally established or in any other places for securities transaction as approved by the State Council.
第四十条 证券在证券交易所上市交易，应当采用公开的集中交易方式或者国务院证券监督管理机构批准的其他方式。
Article 40 The means of public and centralized transaction or any other means as approval by the securities regulatory authority under the State Council shall be adopted for listed trading of securities in stock exchanges.
第四十一条 证券交易当事人买卖的证券可以采用纸面形式或者国务院证券监督管理机构
16
规定的其他形式。
Article 41 The securities as purchased or sold by the parties involved in securities transaction may be in paper form or in any other form as approved by the securities regulatory authority under the State Council.
第四十二条 证券交易以现货和国务院规定的其他方式进行交易。
Article 42 The securities transaction shall be carried out in the form of spot goods as well as any other form as prescribed by the State Council.
第四十三条 证券交易所、证券公司和证券登记结算机构的从业人员、证券监督管理机构的工作人员以及法律、行政法规禁止参与股票交易的其他人员，在任期或者法定限期内，不得直接或者以化名、借他人名义持有、买卖股票，也不得收受他人赠送的股票。任何人在成为前款所列人员时，其原已持有的股票，必须依法转让。
Article 43 The practitioners in stock exchanges, securities companies as well as securities registration and clearing institutions, the functionary of securities regulatory bodies as well as any other personnel who have been prohibited by laws and administrative regulations from engaging in any stock transaction shall, within their tenures or the relevant statutory term, not hold or purchase or sold any stock directly or in any assumed name or in a name of any other person, nor may they accept any stocks from any other person as a present. Anyone, when becoming any person as prescribed in the preceding paragraph herein, shall transfer the stocks he has held according to law.
第四十四条 证券交易所、证券公司、证券登记结算机构必须依法为客户开立的账户保密。 Article 44 The stock exchanges, securities companies as well as securities registration and clearing institutions shall keep secret for the accounts as opened for their clients according to law. 第四十五条 为股票发行出具审计报告、资产评估报告或者法律意见书等文件的证券服务机构和人员，在该股票承销期内和期满后六个月内，不得买卖该种股票。除前款规定外，为上市公司出具审计报告、资产评估报告或者法律意见书等文件的证券服务机构和人员，自接受上市公司委托之日起至上述文件公开后五日内，不得买卖该种股票。
Article 45 A securities trading service institution and the relevant personnel that produce such documents as auditing reports, asset appraisal reports or legal opinions for stock issuance may not purchase or sell any of the aforesaid stocks within the underwriting term of stocks or within 6 months as of the expiration of the underwriting term of stocks. Except for the provisions as
17
prescribed in the preceding paragraph herein, a securities trading service institutions and the relevant personnel that produce such documents as auditing reports, asset appraisal reports or legal opinions for listed companies may not purchase or sell any of the aforesaid stocks within the period from the day when an entrustment of a listed company is accepted to the day when the aforesaid documents are publicized.
第四十六条 证券交易的收费必须合理，并公开收费项目、收费标准和收费办法。证券交易的收费项目、收费标准和管理办法由国务院有关主管部门统一规定。
Article 46 The charge for securities transaction shall be reasonable. The charging items, standards as well as methods shall be publicized. The charging items, standards and administrative measures of securities transaction shall be uniformly formulated by the relevant administrative department under the State Council.
第四十七条 上市公司董事、监事、高级管理人员、持有上市公司股份百分之五以上的股东，将其持有的该公司的股票在买入后六个月内卖出，或者在卖出后六个月内又买入，由此所得收益归该公司所有，公司董事会应当收回其所得收益。但是，证券公司因包销购入售后剩余股票而持有百分之五以上股份的，卖出该股票不受六个月时间限制。公司董事会不按照前款规定执行的，股东有权要求董事会在三十日内执行。公司董事会未在上述期限内执行的，股东有权为了公司的利益以自己的名义直接向人民法院提起诉讼。公司董事会不按照第一款的规定执行的，负有责任的董事依法承担连带责任。
Article 47 Where any director, supervisor and senior manager of a listed company or any shareholder who holds more than 5% of the shares of a listed company, sells the stocks of the company as held within 6 months after purchase, or purchases any stock as sold within 6 months thereafter, the proceeds generated therefrom shall be incorporated into the profits of the relevant company. The board of directors of the company shall withdraw the proceeds. However, where a securities company holds more than 5% of the shares of a listed company, which are the residing stocks after sale by proxy as purchased thereby, the sale of the foregoing stocks may not be limited by a term of 6 months. Where the board of directors of a company fails to implement the provisions as prescribed in the preceding paragraph herein, the shareholders concerned have the right to require the board of directors to implement them within 30 days. Where the board of directors of a company fails to implement them within the aforesaid term, the shareholders have the right to directly file a litigation with the people's court in their own names for the interests of
18
the company. Where the board of directors of a company fail to implement the provisions as prescribed in paragraph 1herein, the directors in charge shall bear the joint and several liabilities according to law. 第二节 证券上市 Section II Listing of Securities
第四十八条 申请证券上市交易，应当向证券交易所提出申请，由证券交易所依法审核同意，并由双方签订上市协议。证券交易所根据国务院授权的部门的决定安排政府债券上市交易。Article 48 An application for the listing of any securities shall be filed with a stock exchange and shall be subject to the examination and approval of the stock exchange according to law and a listing agreement shall be reached by both parties. The stock exchanges shall, according to the decision of the department as authorized by the State Council, arrange the listing of government bonds.
第四十九条 申请股票、可转换为股票的公司债券或者法律、行政法规规定实行保荐制度的其他证券上市交易，应当聘请具有保荐资格的机构担任保荐人。本法第十一条第二款、第三款的规定适用于上市保荐人。
Article 49 As for an application for the listing of any stocks, convertible corporate bonds or any other securities, to which a recommendation system is applied, as prescribed by laws and administrative regulations, an institution with the qualification of recommendation shall be employed as the recommendation party. The provisions of paragraphs 2 and 3 of Article 11 of the present Law shall be applied to the recommendation party of listing. 第五十条 股份有限公司申请股票上市，应当符合下列条件：
Article 50 A stock-limited company that files an application for the listing of its stocks shall satisfy the following requirements:
（一）股票经国务院证券监督管理机构核准已公开发行；
(1) The stocks shall have been subject to the examination and approval of the securities regulatory authority under the State Council and shall have been publicly issued; （二）公司股本总额不少于人民币三千万元；
(2) The total amount of capital stock shall be no less than RMB 30 million yuan;
（三）公开发行的股份达到公司股份总数的百分之二十五以上；公司股本总额超过人民币四亿元的，公开发行股份的比例为百分之十以上；
19
(3) The shares as publicly issued shall reach more than 25 % of the total amount of corporate shares; where the total amount of capital stock of a company exceeds RMB 0.4 billion yuan, the shares as publicly issued shall be no less than 10% thereof; and
（四）公司最近三年无重大违法行为，财务会计报告无虚假记载。证券交易所可以规定高于前款规定的上市条件，并报国务院证券监督管理机构批准。
(4) The company may not have any major irregularity over the latest years and there is no false record in its financial statements. A stock exchange may prescribe the requirements of listing that are more strict than those as prescribed in the preceding paragraph herein, which shall be reported to the securities regulatory authority under the State Council for approval. 第五十一条 国家鼓励符合产业政策并符合上市条件的公司股票上市交易。
Article 51 The state encourages the listing of corporate stocks that comply with the relevant industrial policies and fulfill the relevant requirements of listing.
第五十二条 申请股票上市交易，应当向证券交易所报送下列文件：
Article 52 With regard to an application for the listing of stocks, the following documents shall be reported to a stock exchange: （一）上市报告书； (1) The listing report;
（二）申请股票上市的股东大会决议；
(2) The resolution of the general assembly of shareholders regarding the application for the listing of stocks;
（三）公司章程；
(3) The constitution of the company; （四）公司营业执照；
(4) The business license of the company;
（五）依法经会计师事务所审计的公司最近三年的财务会计报告；
(5) The financial statements of the company for the latest years as audited by an accounting firm according to law;
（六）法律意见书和上市保荐书；
(6) The legal opinions as well as the Recommendation Letter of Listing; （七）最近一次的招股说明书；
20