Section 2 Listing of Securities

Article 48 To apply for the listing and trading of securities, the applicant shall submit an application to a stock exchange, which shall, pursuant to law, examine and the application before giving consent, both sides shall enter into a listing agreement.

Stock exchanges shall arrange the listing and trading of government bonds according to the decision of the department authorized by the State Council.

Article 49 For applying for the listing and trading of shares, corporate bonds convertible into shares or such other securities which are subject to the sponsorship system as prescribed by laws or administrative regulations, it is necessary to engage the institutions with sponsorship qualifications to act as sponsors thereof.

The provisions of the second and third paragraph of Article 11 of this Law are applicable to sponsors for listing.

Article 50 To apply for the listing of shares, a company limited by shares shall meet the following conditions:

(1) Its shares have been issued publicly with the approval of the securities regulatory authority under the State Council;

(2) The total share capital of the company is not less than 30 million yuan;

(3) Its publicly-offered shares amount to 25% or more of the total shares of the company; where the total share capital of the company exceeds 400 million yuan, the percentage of the publicly-offered shares is 10% or more; and

(4) The company has not committed any major violations of law and has made no false entries in its financial statements in the three years immediately preceding the application.

Stock exchanges may set higher conditions for listing than the ones provided under the preceding paragraph, and submit them to the securities regulatory authority under the State Council for approval.

Article 51 The State encourages the companies that conform to the industrial policies and meet the conditions for listing to have their shares listed for trading.

Article 52 To apply for the listing and trading of shares, a company shall submit the following documents to a stock exchange:

(1) the listing submission;

(2) the resolution of the shareholders general assembly on applying for the listing of shares;

(3) the articles of association of the company;

(4) the business license of the company;

(5) the financial statements of the company covering the three years immediately preceding the application which are audited by an accounting office pursuant to law;

(6) the legal opinions and instrument of sponsorship for listing;

(7) the most recent prospectus; and

(8) such other documents as may be so prescribed in the listing rules of the stock exchange.

Article 53 Once an application for the listing and trading of shares is examined and granted by the stock exchange, the company that has entered into a listing agreement shall, within the specified time limit, release the relevant documents for share listing and place such documents at the designated places for public information. Article 54 In addition to the release of the documents provided under the preceding Article, a company that has entered into a listing agreement shall also make the following matters known to the public:

(1) the designated commencing date for the shares to be traded on the stock exchange;

(2) the name list of the top 10 shareholders of the company and their respective shareholdings;

(3) the persons in practical control of the company; and

(4) the names of the directors, supervisors and senior managers and their respective holdings of the shares and bonds of the company.

Article 55 Where a listed company is under any one of the following circumstances, the stock exchange shall decide to suspend the listing for trading of its shares:

(1) It no longer meets the conditions for listing due to the changes in the total share capital, shareholding distribution, etc. of the company;

(2) It fails to follow the rules to disclose its financial position, or makes false entries in its financial statements, which may mislead investors;

(3) It has committed major violations of law;

(5) It has recorded losses for each of the three immediately preceding years; and

(6) Such other circumstances as may be so prescribed in the listing rules of the stock exchange.

Article 56 Where a listed company is under any one of the following circumstances, the stock exchange shall decide to terminate the listing for trading of its shares:

(1) It no longer meets the conditions for listing due to the changes in the total share capital, shareholding distribution, etc. of the company and has failed to meet such conditions within the specified time limit set by the stock exchange;

(2) It fails to follow the rules to disclose its financial position, or makes false entries in its financial statements and refuses to make corrections thereto;

(3) It has recorded losses for each of the three immediately preceding years and has failed to generate profit in the fiscal year thereafter;

(4) It has been dissolved or declared bankrupt; and

(5) Such other circumstances as may be so prescribed in the listing rules of the stock exchange. Article 57 To apply for the listing and trading of corporate bonds, a company shall meet the following conditions:

(1) The maturity of the corporate bonds is not less than one year;

(2) The actually issued amount of the corporate bonds is not less than 50 million yuan; and

(3) It continues to meet the statutory conditions for issuing corporate bonds at the time of applying for listing.

Article 58 To apply for the listing and trading of corporate bonds, a company shall submit the following documents to a stock exchange:

(1) the listing submission;

(2) the resolution of the board of directors on applying for the listing of corporate bonds;

(3) the articles of association of the company;

(4) the business license of the company;

(5) the method for raising funds through issuance of corporate bonds;

(6) the amount of the corporate bonds actually issued; and

(7) such other documents as may be so prescribed in the listing rules of the stock exchange.

To apply for the listing and trading of corporate bonds convertible into shares, a company shall also furnish an instrument of sponsorship for listing produced by a sponsor.

Article 59 Once an application for the listing and trading of corporate bonds is examined and granted by the stock exchange, the company that has entered into a listing agreement shall, within the specified time limit, release the documents for the listing of corporate bonds and other relevant documents and place its application documents at the designated places for public information. Article 60 Where a company is under any one of the following circumstances after the listing and trading of its corporate bonds, the stock exchange shall decide to suspend the listing and trading of the company’s corporate bonds:

(1) It has committed major violations of law;

(2) It no longer meets the conditions for listing of corporate bonds due to a drastic change in the company’s situation;

(3) The funds raised from the issuance of the corporate bonds are not used in accordance with the examined and approved purposes;

(4) It fails to perform its duties in conformity with the method for raising funds through issuance of corporate bonds; and

(5) It has recorded losses for each of the two immediately preceding years.

Article 61 Where a company is under any one of the circumstances specified in Subparagraphs (1) and (4) of the preceding Article and the seriousness of the consequences thereof has been established, or where a company is under any one of the circumstances specified in Subparagraph (2), (3) and (5) of the preceding Article and such circumstances have not been dispelled within the specified time limit, the stock exchange shall decide to terminate the listing and trading of the company’s corporate bonds.

Where a company is dissolved or declared bankrupt, the stock exchange shall terminate the listing and trading of the company’s corporate bonds.

Article 62 Where a company is not satisfied with the decision made by a stack exchange on denial, suspension or termination of listing, it may apply for reconsideration to the review body established under the stock exchange.