(Approved by the State Council on November 30, 1997 and promulgated by the Securities Commission under the State Council on December 10, 1997)

Chapter I General Provisions

Article 1 These Measures are formulated with a view to strengthening the administration of stock exchanges, clearly defining the powers and responsibilities of stock exchanges and maintaianing normal order in securities markets.

Article 2 These Measures shall be applicable to the establishment of stock exchanges within the territory of the People's Republic of China.

Article 3 The stock exchanges referred to in these Measures mean legal entities of operation practising self-disciplined membership system established pursuant to the qualifications prescribed by these Measures not for profit that provide sites and facilities for centralized and organized trading and perform the powers and responsibilities prescribed by relevant state laws, regulations, rules and policies.

Article 4 Stock exchanges shall be subject to the supervision and control of China Securities Supervisory and Control Commission(hereinafter referred to as CSSCC).

The stock registration settlement agencies established by the stock exchanges should accept the supervision and control of CSSCC.

Article 5 The name of a stock exchange should be marked by the letters "stock exchange". No other unit or individual shall use the name of "stock exchange".

>Chapter II The Establishment and Dissolution of A Stock Exchange

Article 6 The establishment of a stock exchange shall be subject to the examianation and verification of the Securities Commission under the State Council(hereinafter referred to as the "Securities Commission") and submitted to the State Council for approval.

Article 7 The following documents shall be presented to the Securities Commission in applying for the establishment of a stock exchange:

(1)a letter of application;

(2)drafts of the articles of association and main business rules;

(3)a list of members that propose to join;

(4)a list and curricula vitae of candidates of the board of directors;

(5)explainations on site, equipment and funds;

(6)explainations on the conditions of managerial staff it proposes to employ; and

(7)other documents the presentation of which is required by the Securities Commission.

Article 8 The articles of association of a stock exchange shall contain the following particulars:

(1)purpose of establishment;

(2)name;

(3)location of its main office, trading site and facilities;

(4)scope of functions;

(5)membership eligibility and procedures of joining and withdrawal;

(6)membership rights and obligations;

(7)discplinary sanctions of members;

(8)organization and its powers;

(9)formation, appointments and relief of the posts and the responsibilites of high-ranking managerial personnel;

(10)capital and financial matters;

(11)conditions and procedures of dissolution; and

(12)other matters that require to be stipulated in the articles of association.

Article 9 Dissolution of a stock exchange shall be submitted to the State Council for approval upon consent by the Securities Commission after examination and verification.

>Chapter III Functions of A Stock Exchange

Article 10 A stock exchange should create open, fair and just market environment to ensure the normal operations of the securities market.

Article 11 The functions of a stock exchange include:

(1)provision of site and facilities for securities trading;

(2)formulation of business rules for the stock exchange;

(3)acceptance of listing applications and arrangement of securities listing;

(4)organization and supervision of securities trading;

(5)supervision and control over the members;

(6)supervision and control over the listed companies;

(7)establishment of the stock registration settlement agency;

(8)managment and publication of market information; and

(9)other functions permitted by the Securities Commission.

Article 12 No stock exchange shall directly or indirectly engage in:

(1)businesses for profit;

(2)information and publication;

(3)publication of writings and materials on predictions on securities prices;

(4)provision of guaranty for others; and

(5)other businesses not approved by the Securities Commission.

Article 13 Listing of new varieties for securities trading by a stock exchange shall be submitted to the Securities Commission for approval.

Article 14 Provision of securities trading services in varieties for securities trading not listed in the exchange in networking and other forms by a stock exchange shall be submitted to the Securities Commission for approval.

Article 15 A stock exchange should formulate and revise business rules within the scope of its functions. The business rules fromulated and revised by a stock exchange shall be adopted by the board of directors of the stock exchange and submitted to the Securities Commission for approval.

The business rules of a stock exchange shall include rules for listing, rules for trading, rules for membership management and other rules relating to securities trading activities.

>Chapter IV Organization of A Stock Exchange

Article 16 A stock exchange shall establish the membership meeting,the board of directors and specialized committees.

Article 17 The membership meeting shall be the highest organ of power of a stock exchange. The membership meeting has the following powers:

(1)formulation and revision of the articles of association of the stock exchange;

(2)election and dismissal of member directors of the board;

(3)review and adoption of the work reports of the board of directors and the general manager;

(4)review and adoption of the financial budget and final settlement report of the stock exchange; and

(5)decisions on other major matters of the stock exchange.

The formulation and revision of the articles of association adopted by the membership meeting shall be submitted to the Securities Commission for approval.

Article 18 The membership meeting shall be convened once a year by the board of directors. An ad hoc membership meeting shall be convened in the event of any of the following circumstances:

(1)the number of directors is less than the minimum number prescribed by these Measures;

(2)at the request of over one third of the members out of the total membership; and

(3)when the board of directors deems it necessary.

Article 19 The membership meeting must be attended by over two thirds of the members and its resolutions shall be valid only after adoption by more than fifty percent of the members who are present and vote for them.

A stock exchange shall, within ten days after the conclusion of the membership meeting, submit all the documents and relevant information of the meeting to the Securities Commission for the record.

Article 20 The board of directors shall be the decision-making body of a stock exchange. Its terms of office shall be three years.

The responsibilities of the board of directors shall be:

(1)to implement the resolutions of the membership meeting;

(2)to formulate and revise the business rules of the stock exchange;

(3)to examine and finalize the work plan put forth by the general manager;

(4)to examine and finalize the financial budget and final settlement proposals put forth by the general manager;

(5)to examine and decide on the admission of members;

(6)to examine and decide on the penalty of members;

(7)to decide on the establishment of specialized committees in the light of requirements; and

(8)other responsibilities given by the membership meeting.

Article 21 The board of directors of a stock exchange shall be composed of 7 to 13 persons, among them the number of non-member directors shall not be less than one third of the total number of the members of the board of directors and not more than fifty percent of the total number of the members of the board of directors.

Member directors shall be elected by the membership meeting. Non-member directors shall be appointed by CSSCC.

A director shall not serve more than two consecutive terms.

The meeting of the board of directors shall be convened at least once a quarter. The meeting must be attended by two third of the directors and its resolution(s) shall be valid only on apparoval through vote by more than two third of the directors present at the meeting. The resolution(s) of the board of directors shall be submitted to CSSCC for the record within two working days upon conclusion of the meeting.

Article 22 The board of directors shall have one chairman, one to two vice chairmen. The chairman and vice chairman(chairmen) shall be nominated by CSSCC and elected by the board of directors. The general manager should be a member of the board of directors.

Article 23 The chariman shall be responsible for the convening and chairing of the meeting of the board of directors. When the chairman is unable to perform his/her responsibilities temporarily for unforeseen reasons, the vice chairman designated by the chairman shall perform the responsibilities on his/her behalf.

The chairman shall serve as the president of the meeting during the membership meeting.

The chairman shall not concurrently serve as the general manager of a stock exchange.

Article 24 A stock exchange shall have one general manager and one to three deputy general managers. The general manager shall be appointed and relieved of the posts by CSSCC. No public servant of the state shall concurrently serve as the general manager or deputy general manager.

The term of office for the general manager and deputy general manager shall be three years. The general manager shall not serve more than two consecutive terms. The general manager who shall, under the leadership of the board of directors, be responsible for the routine administration of a stock exchange shall be the legal representative of the stock exchange. When the general manager is unable to perform his/her responsibilites temporarily for unforeseen reasons, the deputy general manager designated by the general manager shall perform the resposnsibilites on his/her behalf.

Article 25 The appointments and relief of the posts of middle-rank cadres of a stock exchange shall be submitted to CSSCC for the record, the appointiments and relief of the posts of the persons-in-charge of the accounting and personnel departments shall be submitted to CSSCC for approval.

Article 26 The board of directors shall establish a supervisory commission the term of office of which shall be three years. The chairman shall serve concurrently as the president of the supervisory commission.The supervisory commission which is responsible to the board of directors shall exercise the following powers:

(1)to oversee the high-ranking managerial personnel and other staff members of the stock exchange in abiding by the relevant state laws, regulations, rules, policies and the articles of association and business rules of the stock exchange;

(2)to oversee the high-ranking managerial personnel in the implementation of the resolution(s) of the membership meeting and the board of directors;

(3)to oversee the financial status of the stock exchange; and

(4)other powers provided for in the articles of association of the stock exchange.

Article 27 The board of directors may establish subordinate specialized committees in accordance with requirements. Specific provisions shall be made in the articles of association of a stock exchange on matters concerning the resposnsibilites, term of office and composition of members of all specialized committtees.

The expenses of all specialized committees should be integrated into the budget of the stock exchange.

Article 28 Whoever has any of the following circumstances must not be recruited as an employee of a stock exchange and must not serve as a high-ranking administrator of a stock exchange:

(1)has committed crimes of corruption, bribes, occupation of property and appropriation of property or the crime of disrupting socio-economic order, or having been deprived of political rights for crime;

(2)an employee of a securities operations agency or other financial institutions who has been relieved of the post for acts in violation of law or discipline for not more than five years starting from the date of relief of the post;

(3)a lawyer, certified accountant or a professional of a legal asset appraisal agency or capital authentication agency who has been revoked of the qualification for acts in violation of law for not more than five years starting from the date of revocation of the qualification;

(4)the legal representative of a company or an enterprise that has been revoked of the business license for acts in violation of law and is personally responsible for the revocation of the business license of the said company or enterprise for not more than five years starting from the date of revocation of the business license;

(5)one who has served as a director of the board, director of a factory or manager of a company or an enterprise that has gone bankrupt due to poor management and is personally responsible for the bankruptcy of the said company or enterprise for not more than five years starting from the date of bankruptcy;

(6)a functionary of a state organ who has been dismissed for not more than five years starting from the date of dismissal; and

(7)other circumstances prescribed by the relevant state laws, regulations,rules and policies.

Article 29 In the event of improper circumstances in the composition and employment of high-ranking managerial personnel of a stock exchange or the aforesaid personnel have committed acts in violation of the relevant state laws, regulations, rules and policies and the articles of association and business rules of the stock exchange during the term of office, or due to other reasons who is no longer suitable to continue to serve in the position he/she has been serving, CSSCC has the power to remove the personnel involved from their posts and appoint new members.

>Chapter V Supervision and Administration of a Stock Exchange over Securities Trading Activities

Article 30 A stock exchange should formulate specific trading rules. Their contents shall include:

(1)types and duration of the securities to be traded;

(2)modes of securities trading and the operational procedures;

(3)the acts prohibited in securities trading;

(4)settlement clearing matters;

(5)resolution of trading disputes;

(6)suspension, resumption and cancellation of trading of listed securities;

(7)opening, closing, and resting of the stock exchange and handling of abnormal circumstances;

(8)mode of collection and rates of service charges and other related fees in trading;

(9)provisions on the handling of acts in violation of the trading rules;

(10)provision and management of the securities trading information of the stock exchange;

(11)compilation method and mode of publication of stock price indices;and

(12)other matters that require to be stipulated in the trading rules.

Article 31 A stock exchange should publish the current/immediate??quotations and make daily a securities quotations table recording the following particulars which shall be announced in appropriate ways:

(1)names of the listed securities;

(2)the opening, highest, lowest and closing prices;

(3)the rise and fall in comparison with the closing price of the preceding trading day;

(4)separate calculation and total calculation of the volume and value of transactions made;

(5)stock price indices and their rise and fall; and

(6)other matters CSSCC requires to be made public.

Article 32 A stock exchange should compile a daily statement, a weekly statement, a monthly statement and an annual statement on the transactions effected in its market which shall be released to society in time.

Article 33 A stock exchange should work out detailed provisions in the business rules on the terms of coming into force and annulment of a securities transaction contract and safeguard the validity of the securities transaction contracts concluded in the stock exchange.

Article 34 A stock exchange should guarantee that investors have equal opportunity to obtain the trading quotations and other publicly disclosed information in the securities market and have equal opportunity in trading.

Article 35 A stock exchange has the power to suspend or resume the trading of the listed securities pursuant to relevant provisions.When the time of suspension of trading exceeds one trading day, a report should be submitted to CSSCC for the record; when the time of suspension of trading exceeds five trading days, a report shall be submitted to CSSCC in advance for approval.

CSSCC has the power to ask a stock exchange to suspend or resume the trading of the listed securities.

Article 36 A stock exchange should establish the market access system and restrict or prohibit the securities trading acts of particular securities investors in accordance with the provisions of securities regulations or the requirements of CSSCC.

Except for the above-mentioned circumstances, a stock exchange must not restrict or prohibit the acts of securities buying or selling by securities investors.

Article 37 A stock exchange and its members should put in safekeeping the materials of entrustment, the trading records and settlement papers from the securities transactions, and formulate corresponding search and secrecy control measures.

A stock exchange should determine the duration of safekeeping of the above-mentioned documents in accordance with the requirements and submit it to CSSCC for approval. The duration of safekeeping of important documents should not be less than 20 years.

Article 38 A stock exchange should guarantee the conscientious implementation of its business rules and handle the acts in violation of the business rules in time.

A stock exchange shall bear the responsibility of uncovering, curbing and reporting the acts in violation of laws and regulations relating to securities trading prescribed in relevant state laws, regulations,rules and policies, and has the power to investigate and deal with them within the scope of responsibilities.

Article 39 A stock exchange should establish a computer system conforming to the requirements of securities market supervision and control and realtime monitoring, and establish a specialized agency for securities market supervision and control.

CSSCC may ask the stock exchanges to establish information exchange systems and joint supervision and control systems for the purpose of market supervision and control among them for the joint supervision and control of trans-market improper trading acts and control of market risks.

>Chapter VI Supervision and Control over the Members by the Stock Exchange

Article 40 A stock exchange should formulate specific rules for membership administration. Their contents shall include:

(1)terms and procedures for the acquisition of membership;

(2)measures for the administration of seats;

(3)requirements for membership internal supervision, risk control,standards for the computer systems and their maintenance relating to securities trading and the settlement business;

(4)business reporting system of members;

(5)code of conduct of listing representatives sent by members on the trading floor;

(6)penalty of acts in violation of laws and regulations by members and their listing representatives; and

(7)other matters that require to be stipulated in the membership administration rules.

Article 41 Members admitted by stock exchanges should be the in-country securities operations agencies with the status of a legal person the establishment of which is approved by the empowered departments.

Article 42 The decision of a stock exchange on the admission or expulsion of a member should be submitted to CSSCC for the record within five working days after the decision is made; the decision on the admission or expulsion of members other than the official members should be submitted to CSSCC five working days ahead of the completion of the relevant formalities for the record.

Article 43 A stock exchange must restrict the number of trading seats. The establishment of seats other than the general seats by a stock exchange shall be subject to the approval of CSSCC. Adjustment in the number of general seats and seats other than the general seats by a stock exchange shall be subject to the approval of CSSCC in advance.

Article 44 A stock exchange shall exercise stringent administration over the trading seat obtained by a member. Transfer of a seat by a member shall be subject to the examination and approval of the exchange pursuant to the relevant provisions on the administration of the stock exchange.A member is strictly prohibited to hand over the seat in full or in part to another agency or individual for use in the form of lease or contracting.

Article 45 A stock exchange should, in accordance with the provisions concerning the administration of self-managed securities business of securities operations agencies and business rules of the stock exchange, exercise the following supervision and administration over the self-managed securities business of the members:

(1)to ask the members to use special stock accounts and fund accounts in self-managed buying and selling business, and adopt technical means to enforce stringent administration;

(2)to inspect whether the members opening self-managed accounts have the prescribed self-operations qualification;

(3)to ask the members to compile monthly securities inventory statement and submit the same to the stock exchange before the 5th of the following month;

(4)to work out specific risk control measures for self-operations and submit the same to CSSCC for the record;

(5)to submit reports on the status of self-managed securities business of all members ending on the said dates to CSSCC within 30 days after June 30 and December 31 every year; and

(6)other matters relating to supervision and administration.

Article 46 A stock exchange should work out detailed provisions on securities buying and selling business by members for clients in the business rules and exercise the following supervision and administration:

(1)to determine the format of the agency agreement to be signed by a member and a client and examine the legitimacy of its contents;

(2)to work out the procedures and responsibilities in accepting the entrustment of a client and make sample survey of the status on the implementation of the entrustment of the clients; and

(3)to ask the members to submit a report on their trading business and clients' complaints within 5 days after every month. The format of the report and the contents shall be promulgated by the stock exchange upon approval of CSSCC.

Article 47 A stock exchange should make sample or comprehensive inspection over the members' financial status, internal risk control system and compliance with the relevant state regulations and business rules of the stock exchange, and report the results of inspection to CSSCC.

Article 48 A stock exchange has the power to ask the members to provide business-related statements, account books, trading records as well as other documents and materials.

Article 49 Members of a stock exchange should accept the supervision and administration of the stock exchange and report relevant questions on their own initiative.

Article 50 A stock exchange may impose sanctions on the members for acts in violation of regulations pursuant to the articles of association and business rules of the stock exchange.

>Chapter VII Supervision and Administration over Listed Companies by the Stock Exchange

Article 51 A stock exchange should formulate specific listing rules pursuant to the provisions of relevant laws and administrative regulations.Their contents shall include:

(1)terms and procedures of application and approval of securities listing as well as the contents and format of the listing agreement;

(2)the contents and format of the listing announcement;

(3)the qualification, responsibilities and obligations of the person who recommends the listing;

(4)the mode of collection and rates of the listing fees and other related charges;

(5)provisions on the handling of acts in violation of the listing rules;and

(6)other matters that require to be stipulated in the listing rules.

Article 52 A stock exchange should conclude a listing agreement with the listed companies determining the mutual relations of rights and obligations. The contents and format of the listing agreement should conform to the provisions of relevant state laws, regulations, rules and policies and be submitted to CSSCC for the record.

The contents and format of listing agreements signed between an exchange and all listed companies should be consistent; in the event of actual requirement for the signing of special articles or clauses with certain listed companies, it should be submitted to CSSCC for approval.

The listing agreement should contain the following contents:

(1)items and amount of listing fees;

(2)technical services provided by the stock exchange for the issuance and listing of the securities of a company;

(3)to ask the companies to designate full-time persons to be responsible for the securities matters;

(4)specific provisions on the reporting procedures and replies to the queries of the excahnge of the regular report and interim report of the listed companies;

(5)matters relating to stoppage of stock listing;

(6)handling of breach of the listing agreement by parties to the agreement;

(7)arbitration clauses; and

(8)other contents the stock exchange deems necessary to be clearly defined in the listing agreement.

Article 53 A stock exchange should establish the system of persons who recommend the listing to guarantee that the listed companies conform to the listing requirements, and the persons who recommend the listing shall guide the listed companaies in fulfilling relevant obligations after listing.

A stock exchange should oversee the person who recommends the listing in the conscientious fulfilment of the relevant responsibilities prescribed in the business rules. When the person who recommends the listing fails to fulfil the responsibilites in accordance with the provisions, a stock exchange has the power to impose sanctions on the person who recommends the listing in accordance with the provisions of the business rules.

Article 54 A stock exchange should, in accordance with the uniformly determined format of CSSCC and the relevant business rules of the stock exchange, reverify the shares rationing prospectus, the listing announcement and other open prospectus directly related to fund-raising and securities listing of the listed companies and supervise the listed companies in their publication in time. The stock exchange may ask the listed companies or the persons who recommend the listing to make supplementary explanations on the aforesaid documents and publish the same.

Article 55 A stock exchange should urge the listed companies to compile and publish an annual report and a mid-term report in accordance with the time limit set for the reports and the uniform format determined by CSSCC and carry out inspection after their publication, and deal with the problems uncovered in time in accordance with the relevant provisions. The stock exchange should, within 20 working days after the conclusion of the period of reporting, submit a report on the inspection to CSSCC.

Article 56 Stock exchages should examine and verify the interim reports compiled by the listed companies. When the contents of the interim reports involve matters that require the completion of the procedures of examination and approval prescribed in the Company Law, state securities regulations and the articles of associaiton of the companies, or invole matters that should be submitted to the Securities Commission and CSSCC for approval, the stock exchanges should grant their approval for publication only upon confirmation of the completion of the prescribed formalities of examination and approval.

Article 57 In the event of occurence of any of the following circumstances, a stock exchange should suspend the stock trading of the listed company and ask the listed company to publish the relevant information forthwith:

(1)occurence of abnormal fluctuations in the stock trading of the said company;

(2)open offer issued by investors for the buying of the stocks of the said company;

(3)application by the listed company for the suspension of listing pursuant to the listing agreement;

(4)when the CSSCC makes a decision on the suspension of stock trading according to law; and

(5)when a stock exchange deems it necessary.

Article 58 A stock exchange should establish an archive of the holdings of shareholders of the listed companies and compille immediate statistics and oversee the changes in holdings in the process of trading by shareholders of the listed companies pursuant to the restrictive provisions on the amount of holdings by shareholders and their acts of buying and selling pursuant to relevant state laws, regulations, rules and policies. When a shareholder of a listed company has information disclosure obligation for changes in the amount of holdings, the stock exchange should restrict his/her continued trading in the said stock prior to the information disclosure, urge him/her to fulfil the information disclosure obligation and submit a report CSSCC forthwith.

Article 59 A stock exchange should take necessary technical measures to effect a differentiation between the shares not yet listed for circulation and those shares already listed for circulation. Shares not yet listed for circulation must not enter into the trading system without the approval of the Securities Commission.

Article 60 Stock exchanges should adopt necessary measures to ensure that directors, commissioners and managers of listed companies shall not sell the shares of the companies held by them.

Article 61 Listed companies should establish statistical information systems and submit and publish relevant statistical information in time pursuant to the requirements of the stock exchanges.

Article 62 A stock exchange may handle the case pursuant to the provisions of the listing agreement and may put forth suggestions on penalty for acts in violation of securities regulations to be submitted to CSSCC for the imposition of penalty on the list company for its act of failing to fulfil the information disclosure obligation.

Article 63 Stock exchanges should exercise supervision and control over the issuers of other listed securities with reference to the relevant provisions of this Chapter.

>Chapter VIII Stock Registration Settlement Agencies

Article 64 A stock exchange should establish a stock registration settlement agency to provide centralized services for registration, deposit safekeeping, settlement and payment acceptance.

Article 65 The registered capital of a stock registration settlement agency shall not be less than RMB 100 million Yuan.

Article 66 Stock registration settlement agencies should provide secure, fair and efficient services and accept the supervision of the stock exchanges over their business activities.

Article 67 The business scope and functions of a stock registration settlement agency include:

(1)stock ownership registration;

(2)establishment of the register of securities holders and securities accounts;

(3)deposit safekeeping and transfer of registered securities;

(4)settlement and payment acceptance after transactions of all listed varieties of the stock exchange;

(5)agency for the payment of securities principal and interests or distribution of rights and interests and other agency services;

(6)safekeeping of securities in kind;

(7)consultancy, training and other services related to the above-mentioned businesses; and

(8)other businesses approved by CSSCC.

Article 68 A stock registration settlement agency should, within the scope of its functions, formulate and revise the articles of association and business rules which shall enter into force upon approval of CSSCC.

The appointment and relief of the posts of the general manager and deputy general manager(s) of a stock registration settlement agency shall be submitted to CSSCC for approval.

Article 69 A stock registration settlement agency should establish a centralized services system for the registration, deposit safekeeping,settlement and payment acceptance for the transactions of listed securities of the stock exchange(hereinafter referred to as the settlement system)with necessary computer and communications equipment and complete data security protection and reserve data measures to ensure the security of the information on stock registration, deposit safekeeping, settlement and payment acceptance and the computer and communications systems.

Article 70 A stock registration settlement agency may, through the form of conclusion of an agreement, entrust other stock registration settlement agencies as agents of part of the services of registration,deposit safekeeping, settlement and payment acceptance of the listed securities.

Article 71 A stock registration settlement agency should conclude a business agreement with the stock exchange and submit the same to CSSCC for the record.

Article 72 The settlement position and settlement clearing reserve funds paid and deposited by members of a stock exchange for participating in transactions in the trading market of the stock exchange should be kept as special-purpose deposits by the stock registration settlement agency.The stock registration settlement agency should clearly define the uses and rates of collection of the aforesaid funds in its business rules, and exercise stringent control over the aforesaid funds, strictly forbid overdraft and must not use them for other purposes.

A stock registration settlement agency should establish a settlement system risk assurance fund and establish a complete risk control system to guarantee continuity and safety of securities trading and settlement payment acceptance. Clear-cut provisions shall be worked out in the business rules of the stock registration settlement agency on the composition and principle in the use of the settlement system risk assurance fund.

Article 73 A stock registration settlement agency should, pursuant to the service contract concluded with the securities issuers, provide the securities issuers with a register of the securities holders and other relevant information at regular or irregular intervals. The securities holders' register provided by a stock registration settlement agency constitutes the valid voucher proving the rights and interests of the securities holders under conditions of paperless issuance and transactions.The stock registration settlement agency should ensure the legitimacy,truthfulness and integrity of the securities holders' register. No agency or individual shall forge, alter, damage or destroy the securities holders'register and other relevant information.

Article 74 A stock registration settlement agency have the right to refuse any unit or individual in making inquiries about the securities holders' register and its relevant information. However, the following circumstances are exceptions:

(1)inquiry by the securities holder himself/herself or by a trustee entrusted through notarization;

(2)provision of the securities holders' register and other relevant information for the securities issuers pursuant to Article 73 of these Measures; and

(3)inquiries and evidence gathering by CSSCC and its authorized departments, people's courts, people's procuratorates and other state organs pursuant to the provisions and procedures of laws and regulations.

Article 75 A stock registration settlement agency should, pursuant to the provisions of CSSCC, establish and perfect internal administrative rules and working procedures on business, finance and security precaution etc. and submit the same to CSSCC for the record.

A stock registration settlement agency should appropriately keep the original vouchers which come into being in securities registration, deposit and safekeeping, settlement and payment acceptance businesses, determine the duration of safekeeping in accordance with the requirements and submit it to CSSCC for approval. The duration of safekeeping for important documents should not be less than 20 years. Accounting vouchers and statements shall be handled pursuant to the provisions of the department of finance.

Article 76 Implementation of the employment qualifications for the administrators and staff members of stock registration settlement agencies shall be effected with reference to the provisions of Article 28 of these Measures.

Article 77 A stock registration settlement agency should, in going through the formalities of application for suspension of business and dissolution according to legal procedures, submit the same to CSSCC for the record.

>Chapter IX Administration and Supervision

Article 78 No stock exchange shall transfer in any form its permits for establishment and business obtained pursuant to these Measures.

Article 79 High-ranking managerial personnel of a stock exchange or stock registration settlement agency shall have the obligation of honesty and good faith towards the agency in which he/she is employed.

When the general manager of a stock exchange or stock registration settlement agency leaves the post, the board of directors of the exchange should employ the local audit bureau or an accounting firm with qualifications in securities-related business to conduct audit of the departure of the general manager from the office. The audit agency employed by the exchange shall be submitted to CSSCC for confirmation.

Article 80 No general manager or deputy general manager(s) of a stock exchange or securities registration settlement agency shall serve concurrently in another position in any profit-making organization,society or agency. Non-member directors and other staff members of a stock exchange must not in any form serve concurrently in another position in a member company of the stock exchange.

Article 81 The high-ranking managerial personnel and other staff members of stock exchanges and stock registration settlement agencies must not in any form divulge or exploit inside information and must not in any form gain benefits from members or listed companies of stock exchanges.

Article 82 The high-ranking managerial personnel and other staff members of stock exchanges and stock registration settlement agencies should practise avoidance in encountering circumstances involving their own interests or those of their relatives in the performance of duties and responsibilities. Specific avoidance matters shall be stipulated in their articles of association and business rules.

Article 83 All kinds of funds and fees received and collected by stock exchanges and stock registration settlement agencies should be used in strict accordance with the prescribed uses, shall be administered with the formulation of special rules for administration and must not be used for other purposes.

Surpluses of revenues and expenditures of stock exchanges must not be distributed to members.

The rates and modes of collection of the afore-said fees should be submitted to the competent departments of fee collection for the record.

Article 84 Stock exchanges and stock registration settlement agencies should fulfil the following reporting obligations:

(1)to submit a financial report audited by an accounting firm with qualifications for securities operations to CSSCC within three months after the end of every fiscal year.

(2)to submit a quarterly work report and an annual work report on the status of business and the status of implementation of relevant state laws, regulations, rules and policies to CSSCC within 15 days after the end of every quarter and within 30 days after the end of every year. A copy of the annual work report shall be submitted to the people's government of the locality wherein the stock exchange is located.

(3)matters to be reported pursuant to the provisions of other relevant state laws, regulations, rules, policies and other articles of these Measures.

(4)other matters to be reported pursuant to the requirements of CSSCC.

Article 85 In the event of major matters, a stock exchange should submit a report to CSSCC at any time.

The major matters referred to in the preceding paragraph include;

(1)uncovering of the existence or possible existence of acts in serious violation of relevant state laws, regulations, rules and policies by members,the listed companies, securities investors of the stock registration settlement agency or the stock exchange and staff members of the stock exchange;

(2)uncovering in the securities market of the existence of potential risks of occurence of acts in serious violation of relevant state laws,regulations, rules and policies;

(3)occurence in the securities market of matters without clear-cut provisions in relevant state laws, regulations, rules and policies which however will produce major impacts on the securities market;

(4)matters that require the stock exchange to make major decisions in the process of implementation of relevant state laws, regulations, rules and policies;

(5)other matters the stock exchange deems it necessary to report; and

(6)other matters prescribed by CSSCC.

Article 86 In the event of the following matters, a stock exchange should submit a report to CSSCC at any time, simultaneously submit a copy of the report to the people's government of the locality wherein the stock exchange is located, and inform the members of the exchange and securities investors in an appropriate way:

(1)occurence of circumstances affecting the safe operations of the stock exchange; and

(2)suspension of market in the stock exchange due to force majeure or adoption of technical measures for the suspension of market for the maintenance of normal securities trading order.

Article 87 Stock exchanges and stock registration settlement agencies should, in accordance with the requirements of CSSCC, provide securities market information, business documents and other relevant data and materials to CSSCC.

Article 88 CSSCC has the power to ask stock exchanges to provide materials relating to their members and listed companies.

Article 89 CSSCC has the power to ask stock exchanges and stock registration settlement agencies to revise their articles of association and business rules.

Article 90 CSSCC has the power to despatch personnel to oversee and inspect the business, financial status of the stock exchanges and stock registration settlement agencies, or investigate other relevant matters.

The above-mentioned inspectors should produce their legal identification papers in the performance of inspection missions.

Article 91 When a stock exchange or a stock registration settlement agency is involved in a litigation, the high-ranking managerial personnel of the aforesaid agency are involved in the litigation due to performance of duties and responsibilities or should be subjected to sanctions of dismissal from office pursuant to relevant state laws, regulations and rules, the stock exchange should submit a report to CSSCC in time.

>Chapter X Penalty Provisions

Article 92 Any stock exchange that engages in businesses irrelevant to its functions in violation of the provisions of Article 12 of these Measures shall be ordered by CSSCC to make a rectification within the specified time period; where a crime has been constituted, the judicial organ shall investigate its criminal liability according to law.

Article 93 Any stock exchange that violates the provisions of Articles 13 and 14 of these Measures shall be ordered by CSSCC to suspend the trading of the said trading varieties and the person-in-charge involved of the exchange shall be imposed disciplinary sanctions.

Article 94 Any stock exchange that fails to fulfil its duties and responsibilities in the work of supervision and administration in violation of the provisions of these Measures, or fails to perform the relevant reporting obligations prescribed in these Measures shall be ordered by CSSCC to make a rectification within the specified time period and given criticism in a circular.

In the event of serious consequences affecting the normal conduct of securities trading activities, CSSCC has the power to order the stock exchange to suspend its operations for consolidation within the specified time period and submit a report to the Securities Commission for the record.

Article 95 Any stock registration settlement agency that violates the provisions of these Measures, CSSCC may order the stock exchange to impose a penalty on the stock registration settlement agency according to the business agreement concluded between the stock exchange and the stock registration settlement agency, or CSSCC shall impose a penalty pursuant to relevant state provisions.

Article 96 In the event of existence of the following circumstances in any stock exchange, CSSCC shall impose such administrative sanctions as administering a warning, recording a demeirt, recording a serious mistake or dismissal from office, and order the stock exchange to impose disciplinary sanctions on the persons-in-charge of the business departments concerned; where serious consequences have been caused, CSSCC shall handle the case pursuant to the provisions of Article 29 of these Measures; where a crime has been constituted, the judicial organ shall investigate the persons concerned responsible of their criminal liability according to law:

(1)failure to transmit or implement relevant state laws, regulations,rules, policies and the rules, measures and provisions promulgated by the Securities Commission and CSSCC;

(2)irresponsibility in work and disorder in administration resulting in non-perfection and non-implementation of relevant business rules and operational procedures;

(3)non-acceptance of and non-cooperation with the work of supervision and inspection by CSSCC; no attachment of importance to, no submission of report and no resolution in time of major hidden perils and loopholes;

(4)failure to take effective measures to stop the acts in violation of regulations that have occured in the stock exchange or ineffectiveness in investigation and handling.

Article 97 Any staff member in a stock exchange bears the responsibility to refuse to implement the tasks assigned by any person which are in violation of relevant state laws, regulations, rules, policies and relevant provisions of the stock exchange, and bears the responsibility to report the specific information to the leadership at the next higher level and CSSCC. Whoever fails to refuse to implement the above-mentioned tasks, or whoever fails to report despite refusal to implement shall bear corresponding responsibilities.

Article 98 For members or listed companies of a stock exchange that violate the provisions of relevant state laws, regulations, rules, policies and the articles of association and business rules of the stock exchange and the stock exchange fails to perform the prescribed responsibilities of supervision and administration, CSSCC has the power to investigate the responsibilities of the stock exchange, high-ranking managerial personnel and the person directly responsible of the stock exchange.

Article 99 A stock exchange should, within the scope of its functions and responsibilities, report to CSSCC in time the information on its members, listed companies and other personnel that violate relevant state laws, regulations, rules and policies; for penalties the imposition of which by the stock exchange has been authorized by relevant state laws, regulations and rules, or penalties the imposition of which may be effected by the stock exchange pursuant to the articles of association and business rules of the stock exchange and the listing agreements, the stock exchange has the power to impose penalties pursuant to relevant provisions and submit the same to CSSCC for the record; for penalties to be imposed by CSSCC prescribed by relevant state laws, regulations and rules, the stock exchange may put forth suggestions on penalties to CSSCC.

CSSCC may ask a stock exchange to impose penalties on its members and the listed companies.

Article 100 Any stock exchange or any member or listed company of a stock exchange that violates the provisions of these Measures,the person directly responsible and the person who has relations of direct interest with the person directly responsible thus forming illegal gains or avoidance of losses, shall be confiscated by CSSCC and concurrently imposed a fine of 100% to three times of the amount of illegal gains or avoidance of losses.

>Chapter XI Supplementary Provisions

Article 101 The meaning of the following terms in these Measures:

(1)"listing" means the listing for trading of the securities in a stock exchange by a securities issuer upon approval.

(2)"listing announcement" means the information disclosure document released to the public of society by a listed company in designated newspapers and periodicals on matters relating to the company and securities listing prior to the listing of its securities pursuant to relevant state laws,regulations, rules, policies and requirements of the business rules of the stock exchange.

(3)"listing fee" means the fees paid by a securities issuer to a stock exchange for the listing of its securities pursuant to the business rules of the stock exchange.

(4)"a person who recommends the listing" means an official member of a stock exchange confirmed by the stock exchange who assists a securities issuer in applying for the listing of its securities.

(5)"seating fee" means the fee paid by a member of a stock exchange to the stock exchange for the use of a trading seat pursuant to the articles of association and business rules of the stock exchange.

(6)"stock exchange high-ranking managerial personnel" means the directors,general manager, deputy general manager(s) and members of all specialized committees of a stock exchange.

(7)"a stock registration settlement agency" means a securities intermediary service agency established by a stock exchange not for profit that provides centralized registration, deposit safekeeping, settlement and payment acceptance services for securities issuance and securities trading activities in the stock exchange.

The meaning of the terms not defined in these Measures shall be determined pursuant to the definitions in other relevant state laws, regulations, rules and policies.

Article 102 The Securities Commission shall be responsible for the interpretation of these Measures.