第一百六十一条 为证券的发行、上市或者证券交易活动出具审计报告、资产评估报告或者法律意见书等文件的专业机构和人员，必须按照执业规则规定的工作程序出具报告，对其所出具报告内容的真实性、准确性和完整性进行核查和验证，并就其负有责任的部分承担连带责任。

Article 161. Professional institutions and personnel in charge of issuing documents such as audit reports, asset evaluation reports, or legal advice related to the issuance, listing, or transactions of securities must issue such documents according to the work procedures specified by professional rules. They must verify and confirm the truthfulness, accuracy, and completeness of the contents of such reports, and assume joint liability for those parts they are responsible for.

第九章 证券业协会

Chapter IX. The Stock Brokers' Association

第一百六十二条 证券业协会是证券业的自律性组织，是社会团体法人。

Article 162. The stock brokers' association is a self?regulatory organization and a social legal entity.

证券公司应当加入证券业协会。

Securities firms shall join the stock brokers' association.

证券业协会的权力机构为由全体会员组成的会员大会。

The Stock Brokers' Association's power organ is its general assembly consisting of all members of the association.

第一百六十三条证券业协会的章程由会员大会制定，并报国务院证券监督管理机构备案。

Article 163. The general assembly shall formulate the statutes of the association and submit them to the State Council's securities regulatory body for filing.

第一百六十四条 证券业协会履行下列职责：

Article 164 The Stock Brokers' Association shall carry out the following duties:

（一）协助证券监督管理机构教育和组织会员执行证券法律、行政法规；

(1) Assist the securities supervision and administrative organization in educating the association's members on securities laws and administrative regulations and organizing the members to implement these laws and regulations;

（二）依法维护会员的合法权益，向证券监督管理机构反映会员的建议和要求；

(2) Protect the members' legal rights and interests according to law and provide feedback to the securities supervision and administration organization on the members' suggestions and requests;

（三）收集整理证券信息，为会员提供服务；

(3) Gather and organize securities information as a service to the members;

（四）制定会员应遵守的规则，组织会员单位的从业人员的业务培训，开展会员间的业务交流；

 (4) Formulate rules for the members to abide by, organize training for professionals of member institutions and promote communications among members;

（五）对会员之间、会员与客户之间发生的纠纷进行调解；

 (5) Resolve disputes among members and between members and clients;

（六）组织会员就证券业的发展、运作及有关内容进行研究；

 (6) Organize the members to study the development, operation, and other relevant issues of the securities sector.

（七）监督、检查会员行为，对违反法律、行政法规或者协会章程的，按照规定给予纪律处分；

(7) Supervise and inspect the members' activities, and take disciplinary actions according to regulations against those who violate laws, administrative regulations, or the association's statutes;

（八）国务院证券监督管理机构赋予的其他职责。

 and (8) Other duties entrusted by the State Council's securities regulatory body.

第一百六十五条 证券业协会设理事会。理事会成员依章程的规定由选举产生。

Article 165. The Stock Brokers' Association shall set up a council. Members of the council shall be elected according to the association's statutes.

第十章 证券监督管理机构

Chapter X. The Securities Regulatory Body

第一百六十六条 国务院证券监督管理机构依法对证券市场实行监督管理，维护证券市场秩序，保障其合法运行。

Article 166. The State Council's securities regulatory body shall supervise and administer the securities market according to law, maintain order in the market, and ensure the market operates in a lawful manner.

第一百六十七条 国务院证券监督管理机构在对证券市场实施监督管理中履行下列职责：

Article 167. The State Council's securities regulatory body shall carry out the following supervisory and administrative duties in regards to the securities market:

（一）依法制定有关证券市场监督管理的规章、规则，并依法行使审批或者核准权；

(1) Formulate rules and regulations related to the supervision and administration of the securities market according to law and exercise its examination and approval power according to law;

（二）依法对证券的发行、交易、登记、托管、结算，进行监督管理；

 (2) Supervise and administer according to law the issuance, transactions, registration, trusteeship, and settlement of securities;

（三）依法对证券发行人、上市公司、证券交易所、证券公司、证券登记结算机构、证券投资基金管理机构、证券投资咨询机构、资信评估机构以及从事证券业务的律师事务所、会计师事务所、资产评估机构的证券业务活动，进行监督管理；

(3) Supervise and administer according to law the securities?related activities of securities issuers, listed companies, stock exchanges, securities firms, securities registration and settlement institutions, securities investment fund management institutions, securities investment consultation institutions, and credit evaluation institutions, as well as law firms, accounting firms, and asset evaluation institutions involved in the securities business;

（四）依法制定从事证券业务人员的资格标准和行为准则，并监督实施；

 (4) Formulate standards of qualifications and codes of conduct for securities professionals and supervise the implementation of such standards and codes according to the law;

（五）依法监督检查证券发行和交易的信息公开情况；

(5) Supervise and inspect according to the law the public disclosure of information on securities issuance and transactions;

（六）依法对证券业协会的活动进行指导和监督；

(6) Guide and supervise according to the law the activities of the stock brokers' association;

（七）依法对违反证券市场监督管理法律、行政法规的行为进行查处；

 (7) Investigate and handle according to the law any conduct that violates the laws and administrative regulations formulated for the supervision and administration of the securities market;

（八）法律、行政法规规定的其他职责。

and (8) Other duties stipulated by laws and administrative regulations.

第一百六十八条 国务院证券监督管理机构依法履行职责，有权采取下列措施：

Article 168. While executing its duties according to the law, the securities regulatory body under the State Council is entitled to take the following measures:

（一）进入违法行为发生场所调查取证；

(1) To enter premises where an illegal act has been committed to investigate and to attain evidence;

（二）询问当事人和与被调查事件有关的单位和个人，要求其对与被调查事件有关的事项作出说明；

( 2) To question people involved, and units and individuals related to the incident under investigation, and to demand that they explain relevant issues related to the incident under investigation;

（三）查阅、复制当事人和与被调查事件有关的单位和个人的证券交易记录、登记过户记录、财务会计资料及其他相关文件和资料；对可能被转移或者隐匿的文件和资料，可以予以封存；

 (3) To read, check, and duplicate the records of securities transactions, the records of transfers of securities, financial accounts, and other relevant documents and materials of the people involved, and the units and individuals related to the incident under investigation. It can seal up and keep documents and materials that may be removed or hidden.

（四）查询当事人和与被调查事件有关的单位和个人的资金帐户、证券帐户，对有证据证明有转移或者隐匿违法资金、证券迹象的，可以申请司法机关予以冻结。

(4) To check the funds accounts and securities accounts of the people involved, and the units and individuals related to the incident under investigation. When there is evidence that such funds and securities may be transferred or hidden, it can apply to freeze them at a judicial organ.

第一百六十九条 国务院证券监督管理机构工作人员依法履行职责，进行监督检查或者调查时，应当出示有关证件，并对知悉的有关单位和个人的商业秘密负有保密的义务。

Article 169. While executing their duties according to law to supervise an inspection or investigation, personnel of the securities regulatory body under the State Council shall show their relevant identification papers. They are also obligated to protect the secrecy of business secrets that they have learned from relevant units and individuals.

第一百七十条 国务院证券监督管理机构工作人员必须忠于职守，依法办事，公正廉洁，不得利用自己的职务便利牟取不正当的利益。

Article 170. Personnel of the securities regulatory body under the State Council must faithfully carry out their duties, operate according to law, and be just and honest. They shall not abuse their powers to obtain illegitimate interests.

第一百七十一条 国务院证券监督管理机构依法履行职责，被检查、调查的单位和个人应当配合，如实提供有关文件和资料，不得拒绝、阻碍和隐瞒。

Article 171. While the securities regulatory body under the State Council is executing its duties according to law, units and individuals under investigation shall be cooperative, and truthfully provide relevant documents and materials required. They shall not refuse or obstruct it, or conceal any relevant documents and materials.

第一百七十二条 国务院证券监督管理机构依法制定的规章、规则和监督管理工作制度应当公开。

Article 172. 'The securities regulatory body under the State Council shall publish its rules and regulations, and its supervision and administration work system formulated according to law.

国务院证券监督管理机构依据调查结果，对证券违法行为作出的处罚决定，应当公开。

After deciding to penalize an unlawful act of securities transaction based on its investigations, the securities regulatory body under the State Council shall publicize the decision.

第一百七十三条 国务院证券监督管理机构依法履行职责，发现证券违法行为涉嫌犯罪的，应当将案件移送司法机关处理。

Article 173.. While executing its duties according to law and discovering an unlawful act of securities transaction that may probably constitute a crime, the securities regulatory body under the State Council shall transfer the case to an judicial organ so that the latter will handle it.

第一百七十四条 国务院证券监督管理机构的工作人员不得在被监管的机构中兼任职务。

Article 174 Personnel of the securities regulatory body under the State Council shall not concurrently occupy posts in organizations under their supervision and administration.

第十一章 法律责任

Chapter XI. Legal Liability

第一百七十五条 未经法定的机关核准或者审批，擅自发行证券的，或者制作虚假的发行文件发行证券的，责令停止发行，退还所募资金和加算银行同期存款利息，并处以非法所募资金金额百分之一以上百分之五以下的罚款。对直接负责的主管人员和其他直接责任人员给予警告，并处以三万元以上三十万元以下的罚款。构成犯罪的，依法追究刑事责任。

Article 175. Those who issue securities without the approval or examination and approval of a competent organ or who issue securities using false issuance documents are to be ordered to stop issuing, return all funds raised plus bank interests accrued during the period, and pay a fine of an amount of more than I percent but less than 5 percent of the illegally raised fund Persons in charge directly responsible for the case and other persons with direct responsibility are to be warned and are to pay a fine of more than 30,000 yuan but less than 300,000 yuan. Those involved in crimes are to be investigated for their criminal liability according to law.

第一百七十六条 证券公司承销或者代理买卖未经核准或者审批擅自发行的证券的，由证券监督管理机构予以取缔，没收违法所得，并处以违法所得一倍以上五倍以下的罚款。对直接负责的主管人员和其他直接责任人员给予警告，并处以三万元以上三十万元以下的罚款。构成犯罪的，依法追究刑事责任。第一百七十七条

Article 176. Securities companies which market securities or serve as agents in buying and selling securities that are issued without approval or examination are to be outlawed by securities regulatory bodies; their illegal earnings are to be confiscated and they are to pay a fine of an amount between one and five times of their illegal earnings. Persons in charge directly responsible for the case and other persons with direct responsibility are to be warned and are to pay a fine of more than 30,000 yuan but less than 300,000 yuan. Those involved in crimes are to be investigated for their criminal liability according to law.

依照本法规定，经核准上市交易的证券，其发行人未按照有关规定披露信息，或者所披露的信息有虚假记载、误导性陈述或者有重大遗漏的，由证券监督管理机构责令改正，对发行人处以三十万元以上六十万元以下的罚款。

Article 177. Issuers of securities that have been approved for transaction on the market according to relevant stipulations of this law but who have failed to disclose relevant information according to relevant regulations or the information disclosed by them is false, misleading, or contains important omissions, are to be ordered by securities regulatory bodies to make corrections, and are to pay a fine of more than 300,000 yuan but less than 600,000 yuan.

对直接负责的主管人员和其他直接责任人员给予警告，并处以三万元以上三十万元以下的罚款。构成犯罪的，依法追究刑事责任。

Persons in charge directly responsible for the case and other persons with direct responsibility are to be warned and are to pay a fine of more than 30,000 yuan but less than 300,000 yuan. Those involved in crimes are to be investigated for their criminal liability according to law.

前款发行人未按期公告其上市文件或者报送有关报告的，由证券监督管理机构责令改正，对发行人处以五万元以上十万元以下的罚款。

If the aforementioned issuers do not duly announce their marketing documents or submit relevant reports, they are to be ordered by securities regulatory bodies to make corrections and are to pay a fine of more than 50,000 yuan but less than 100,000 yuan.

第一百七十八条 非法开设证券交易场所的，由证券监督管理机构予以取缔，没收违法所得，并处以违法所得一倍以上五倍以下的罚款。没有违法所得的，处以十万元以上五十万元以下的罚款。对直接负责的主管人员和其他直接责任人员给予警告，并处以三万元以上三十万元以下的罚款。构成犯罪的，依法追究刑事责任。

Article 178. Those who illegally operate securities trading sites are to be outlawed by securities regulatory bodies; their illegal earnings are to be confiscated and they are to pay a fine of an amount between one and five times their illegal earnings. Those who do not have any illegal earnings are to pay a fine of an amount between 100,000 yuan and 500,000 yuan. Persons in charge directly responsible for the case and other persons with direct responsibility are to be warned and are to pay a fine of more than 30,000 yuan but less than 300,000 yuan. Those involved in crimes are to be investigated for their criminal liability according to law.

第一百七十九条 未经批准并领取业务许可证，擅自设立证券公司经营证券业务的，由证券监督管理机构予以取缔，没收违法所得，并处以违法所得一倍以上五倍以下的罚款。没有违法所得的，处以三万元以上十万元以下的罚款。构成犯罪的，依法追究刑事责任。

Article 179. Those who establish securities companies and engage in securities business without approval and without having a securities business operation license are to be outlawed by securities regulatory bodies; their illegal earnings are to be confiscated and they are to pay a fine of an amount between one and five times their illegal earnings. Those who do not have any illegal earnings are to be fined an amount between 300,000 yuan and 100,000 yuan. Those involved in crimes are to be investigated for their criminal liability according to law.

第一百八十条 法律、行政法规规定禁止参与股票交易的人员，直接或者以化名、借他人名义持有、买卖股票的，责令依法处理非法持有的股票，没收违法所得，并处以所买卖股票等值以下的罚款；属于国家工作人员的，还应当依法给予行政处分。

Article 180. Those who are banned by law or administrative regulations from engaging in stock transaction and who directly own, buy, or sell stocks, or do so using an assumed name or in the name of other people, are to be ordered to dispose their illegally owned stocks according to law; their illegal earnings are to be confiscated and they are to be fined for an amount not more than the value of the stocks in question. If these people are state workers, they shall also be given administrative penalties according to the law.