Article 97 Upon the expiration of a term for acquisition, where the share
distribution of an target company fails to fulfill the requirements of listing,
the listing of stocks of the said listed company shall be terminated by the
stock exchange according to law. The shareholders that still hold the shares of
the target company have the right to sell their shares pursuant to the equal
terms as stipulated in the relevant tender offer. The purchaser shall make the
purchase. When an acquisition is concluded, if a target company fails to meet
the requirements of being a stock-limited company any more, its form of
enterprise shall be altered according to law.
Article 98 In an acquisition of a listed company, the stocks of the target
company as held by a purchaser may not be transferred within 12 months after the
acquisition is concluded.
Article 99 When an acquisition is concluded, if the purchaser merges with the
target company by dissolving the target company, the original shares of the
company as dissolved shall be changed by the purchaser according to law.
Article 100 Where an acquisition is concluded, a purchaser shall, within 15
days, report the acquisition to the securities regulatory authority under the
State Council and the stock exchange as well as announce it.
Article 101 The purchase of the shares of a listed company as held by an
organization that has been authorized by the state for investment shall be
subject to the approval of the relevant administrative departments according to
the provisions of the State Council. The securities regulatory authority under
the State Council shall formulate the specific measures for acquisition of
listed companies in light of the principles of the present
Chapter V Stock Exchanges
Article 102 For the purpose of the present Law, the term "stock exchange"
refers to a legal person that provides the relevant place and facilities for
concentrated securities trading, organizes and supervises the securities trading
and applies a self-regulating administration. The establishment and dissolution
of a stock exchange shall be subject to the decision of the State Council.
Article 103 A constitution shall be formulated for the establishment of a
stock exchange. The formulation and revision of the constitution of a stock
exchange shall be subject to the approval of the securities regulatory authority
under the State Council.
Article 104 The words "stock exchange" shall be indicated in the name of a
stock exchange. No other entity or individual may use the name of "stock
exchange" or an identical name.
Article 105 The income that is at the discretion of a stock exchange, as
generated from various commissions, shall first be used to guarantee the normal
operation of the place and facilities of the stock exchange as well as the
gradual improvement thereof. The gains as accumulated by a stock exchange that
adopts a membership system shall belong to its members. The rights and interests
of a stock exchange shall be jointly shared by its members. No accumulated gains
of a stock exchange may be distributed to any member within the holding
Article 106 A stock exchange shall have a council.
Article 107 There shall be a general manager in a stock exchange, who shall
be subject to the appointment and dismissal of the securities regulatory
authority under the State Council.
Article 108 Anyone, under the circumstance as prescribed in Article 147 of
the Corporation Law of the People's Republic of China or under any of the
following circumstances, may not assume the post of person-in-charge of a stock
(1) Where a person-in-charge of a stock exchange or
securities registration and clearing institution or any director, supervisor or
senior manager of a securities company who has been removed from his post for
his irregularity or disciplinary breach and if it has been within 5 years as of
the day when he is removed from his post; or
(2) Where a professional
of a law firm, accounting firm or investment consulting organization, financial
advising organization, credit rating institution, asset appraisal institution or
asset verification institution who has been disqualified for his irregularity or
disciplinary breach and if it' has been within 5 years as of the day when he is
removed from his post.
Article 109 A practitioner of a stock exchange, securities registration and
clearing institution, securities trading service organization or securities
company or any functionary of the state organ, who has been dismissed for his
irregularity or disciplinary breach, may not be employed as a practitioner of a
Article 110 Only a member of a stock exchange may enter into a stock exchange
to engage in the centralized trading of securities.
Article 111 An investor shall conclude an entrustment agreement with a
securities company on securities trading, open an account of securities trading
in a securities company and entrust the securities company to purchase or sell
securities on the behalf in writing, by telephone or any other means.
Article 112 A securities company shall, based on the entrustment of its
investors, declare orders and engage in the centralized trading at a stock
exchange according to the rules of securities trading and shall, based on
trading results, bear the relevant liabilities of settlement and delivery. A
securities registration and clearing institution shall, on the basis of trading
results and according to the rules of settlement and delivery, conduct
settlement and delivery of securities and capital with the relevant securities
company and handle the formalities of transfer registration of securities for
clients of the relevant securities company.
Article 113 A stock exchange shall guarantee a fair centralized trading,
announce up-to-the-minute quotations of securities trading, formulate the
quotation tables of the securities market on the basis of trading days as well
as announce it. Without permission of a stock exchange, no entity or individual
may announce any up-to-the-minute quotations of securities trading.
Article 114 Where any normal trading of securities is disturbed by an
emergency, a stock exchange may take the measures of a technical suspension of
trading. In the event of an emergency of force majeure or with a view to
preserving the normal order of securities trading, a stock exchange may decide a
temporary speed bump. Where a stock exchange adopts the measure of a technical
suspension of trading or decides a temporary speed bump, it shall report it to
the securities regulatory authority under the State Council in a timely
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