(7) The latest prospectus; and
(八)证券交易所上市规则规定的其他文件。
(8) Any other document as prescribed by the listing rules of the stock exchange.
第五十三条 股票上市交易申请经证券交易所审核同意后,签订上市协议的公司应当在规定的期限内公告股票上市的有关文件,并将该文件置备于指定场所供公众查阅。
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.
第五十四条 签订上市协议的公司除公告前条规定的文件外,还应当公告下列事项: 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: (一)股票获准在证券交易所交易的日期;
(1) The date when the stocks have been approved to be listed in a stock exchange; (二)持有公司股份最多的前十名股东的名单和持股数额;
(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; (三)公司的实际控制人;
(3) The actual controller of the company; and
(四)董事、监事、高级管理人员的姓名及其持有本公司股票和债券的情况。
(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.
第五十五条 上市公司有下列情形之一的,由证券交易所决定暂停其股票上市交易: 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:
(一)公司股本总额、股权分布等发生变化不再具备上市条件;
(1) Where the total amount of capital stock or share distribution of the company changes and thus, fails to meet the requirements of listing;
(二)公司不按照规定公开其财务状况,或者对财务会计报告作虚假记载,可能误导投资者; (2) Where the company fails to publicize its financial status according to the relevant provisions
21
or has any false record in its financial statements, which may mislead the investors; (三)公司有重大违法行为;
(3) Where the company has any major irregularity; (四)公司最近三年连续亏损;
(4) Where the company has been operating at a loss for the latest 3 consecutive year; or (五)证券交易所上市规则规定的其他情形。
(5) Under any other circumstance as prescribed in the listing rules of the stock exchange. 第五十六条 上市公司有下列情形之一的,由证券交易所决定终止其股票上市交易: 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:
(一)公司股本总额、股权分布等发生变化不再具备上市条件,在证券交易所规定的期限内仍不能达到上市条件;
(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;
(二)公司不按照规定公开其财务状况,或者对财务会计报告作虚假记载,且拒绝纠正; (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; (三)公司最近三年连续亏损,在其后一个年度内未能恢复盈利;
(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; (四)公司解散或者被宣告破产;
(4) Where the company is dissolved or is announce bankruptcy; or (五)证券交易所上市规则规定的其他情形。
(5) Under any other circumstance as prescribed in the listing rules of the stock exchange. 第五十七条 公司申请公司债券上市交易,应当符合下列条件:
Article 57 A company shall, when applying for the listing of corporate bonds, fulfill the following requirements:
(一)公司债券的期限为一年以上;
(1) The term of corporate bonds shall be more than 1 year;
22
(二)公司债券实际发行额不少于人民币五千万元;
(2) The amount of corporate bonds to be actually issued shall be no less than RMB 50 million yuan; and
(三)公司申请债券上市时仍符合法定的公司债券发行条件。
(3) The company shall meet the statutory requirements for the issuance of corporate bonds when applying for the listing of its bonds.
第五十八条 申请公司债券上市交易,应当向证券交易所报送下列文件:
Article 58 A company shall, when filing an application for the listing of its corporate bonds, report the following documents to a stock exchange: (一)上市报告书; (1) The listing report;
(二)申请公司债券上市的董事会决议;
(2) The resolution as adopted by the board of directors regarding the application for listing; (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)公司债券募集办法;
(5) The measures for financing through the issuance of corporate bonds; (六)公司债券的实际发行数额;
(6) The amount of corporate bonds to be actually issued; and
(七)证券交易所上市规则规定的其他文件。申请可转换为股票的公司债券上市交易,还应当报送保荐人出具的上市保荐书。
(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.
第五十九条 公司债券上市交易申请经证券交易所审核同意后,签订上市协议的公司应当在规定的期限内公告公司债券上市文件及有关文件,并将其申请文件置备于指定场所供公众查阅。
Article 59 Where an application for the listing of corporate bonds has been subject to the
23
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.
第六十条 公司债券上市交易后,公司有下列情形之一的,由证券交易所决定暂停其公司债券上市交易:
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:
(一)公司有重大违法行为;
(1) Where the company has any major irregularity;
(二)公司情况发生重大变化不符合公司债券上市条件;
(2) Where the company has any major change and thus fails to meet the requirements for the listing of corporate bonds;
(三)发行公司债券所募集的资金不按照核准的用途使用;
(3) Where the funds as raised through the issuance of corporate bonds fail to be used according to the purpose as verified;
(四)未按照公司债券募集办法履行义务;
(4) Where the company fails to perform its obligations according to the measures for financing through the issuance of corporate bonds; or (五)公司最近二年连续亏损。
(5) Where the company has been operating at a loss for the latest 2 consecutive years. 第六十一条 公司有前条第(一)项、第(四)项所列情形之一经查实后果严重的,或者有前条第(二)项、第(三)项、第(五)项所列情形之一,在限期内未能消除的,由证券交易所决定终止其公司债券上市交易。公司解散或者被宣告破产的,由证券交易所终止其公司债券上市交易。
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
24
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.
第六十二条 对证券交易所作出的不予上市、暂停上市、终止上市决定不服的,可以向证券交易所设立的复核机构申请复核。
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. 第三节 持续信息公开
Section III On-going Information Disclosure
第六十三条 发行人、上市公司依法披露的信息,必须真实、准确、完整,不得有虚假记载、误导性陈述或者重大遗漏。
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.
第六十四条 经国务院证券监督管理机构核准依法公开发行股票,或者经国务院授权的部门核准依法公开发行公司债券,应当公告招股说明书、公司债券募集办法。依法公开发行新股或者公司债券的,还应当公告财务会计报告。
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.
第六十五条 上市公司和公司债券上市交易的公司,应当在每一会计年度的上半年结束之日起二个月内,向国务院证券监督管理机构和证券交易所报送记载以下内容的中期报告,并予公告:
Article 65 A company whose shares or bonds have been listed for trading shall, within two months as of the end of the first half of each accounting year, submit to the securities regulatory authority under the State Council and the stock exchange a midterm report indicating the
25