This book is drafted in a style of common law textbook， just like those using in the law schools of U.S.A.， but with typical Chinese securities cases and laws. It covers the general introduction of Chinese securities laws on securities issuance， transactions， institutions， regulatory and legal liabilities for illegal practices. In each section， after the introductions of specific rules and rationale， a case is followed with summary of facts， ruling of the courts. Sothe readers may have an oversight to Chinese securities laws and the students can learn therelevant laws through cases method.
I want to send this book to my wife Xu Xiaoxia as a gift to celebrate our loving time of20 years. And thank the intemational students studying the Master Program in Chinese Law of Beijing Normal University. Sincerely appreciate helps from the editors of University of International Business and Economics Press.
袁达松，北京师范大学法学院教授，中山大学法学学士（1994）、经济法学硕士（1999）、经济法与政府经济管理博士（2003），中国人民大学经济法学博士后出站（2007），清华大学法学院与美国天普大学法学院LL.M.（2008），2001年曾于北京大学法学院访问学习经济法学。著作有《金融危机管理法论》、《证券市场风险管理法论》、《金融法（双语版）》和《法学原理与案例讲堂——经济法》等。
Chapter One General Introduction of Chinese Securities Law
Case: Hu Zhenzhu v. Shanghai Stock Exchange
Chapter Two Issuance of Securities
Section 1 Issuance of Stock, Bond or Other Securities
Case: Chen Mingang v. Shanghai Perfection Nanometre New Material Co., Ltd
Section 2 Underwriting of Securities
Case: Guosen Securities Co., Ltd. v. Xiyi Co., Ltd. and Xiyi Group Co. Ltd
Chapter Three Transactions in Securities
Section 1 Listing of Securities
Case: HKEx Listing Decision on VIE Structure
Section 2 Acquisitions of Listed Companies
Case: Case Re Hostile Takeover of Ewushang
Section 3 Disclosure oflnformation
Case: Tu Miaolong v. SinoPlatinum Metals Co., Ltd
Chapter Four Securities Institutions
Section 1 Stock Exchange
Case: Chen Yutian v. Haitong Securities Co., Ltd., et al
Section 2 Securities Companies
Case: Chen Shanghai Kangding Road Securities Sales Department,Hongyuan Securities Co., Ltd
Section 3 Securities Registration and Clearing Institutions
Case: China Machinery & Electronic Products of Exports Investment Co., Ltd Minfa Securities Co., Ltd. & China Securities Depository and Clearing Corporation Limited
Section 4 Securities Trading Service Institutions
Case: Xiao Xianbai v. Hisense Kelon Electrical Holdings Co., Ltd. and Deloitte Touche Tohmatsu CPA Ltd
Chapter Five Securities Regulation
Section 1 China Securities Regulatory Commission
Case: Ding Liye v. China Securities Regulatory Commission
Section 2 SelfRegulatory Bodies
Case: Zhang Yiyong v. Shanghai Securities Central Registration and Clearing Corporation & Shanghai Stock Exchange
Chapter Six Legal Liabilities for Illegal Practices
Section 1 Insider Trading
Case: Chen Zuling v. Pan Haishen
Section 2 Market Manipulation
Case: Xie Xuefen v. Cheng Wenshui & Liu Yanze
Section 3 False Statement
Case: Fan Meij uan v. Huawen Media Investment Corporation
References
The stock exchange has an important influence on and exercises continuous regulation over the listing of securities. It may refuse the application for， and suspend or terminate the listing of securities. For instance， in any of the following circumstances， the relevant stock exchange may suspend the listing of the relevant stock: （l） where the market capitalization or share ownership structure of the company changes， thus causing the company to breach listing requirements; （2） where the company fails to make a public disclosure on its financial status in accordance with the relevant provisions， or includes any false information in its financial statements that may mislead investors; （3） where the company is responsible for any major legal irregularity; （4） where the company has been operating at a loss for the last 3 consecutive years; or （5） under any other circumstances prescribed in the listing rules of the stock exchange. In any of the following circumstances， the relevant stock exchange may terminate the listing of the relevant stock: （1） where the market capitalization or share ownership structure of the company changes， thus causing the company to breach listing requirements， and the company subsequently fails to meet listing requirements within the period of time prescribed by the stock exchange; （2） where the company fails to make a public disclosure on its financial status in accordance with the relevant provisions， or includes any false information in its financial statements， and refuses to take any remedial steps; （3） where the company has been operating at a loss for the last 3 consecutive years and fails to make a profit in the following year; （4） where the company is dissolved or declared bankrupt; or （5） under any other circumstances prescribed in the listing rules of the stock exchange.
Of course， the relevant affected company has a right to appeal the exchanges' decisions. The Chinese Securities /aw expressly provides that any company dissatisfied with the decision of a stock exchange to decline， suspend or terminate its listing may file an application for review with the review body established by the relevant stock exchange and the stock exchanges in China has enacted specific rules and procedures for such internal appealing. However， it remains unclear in legislation and there is still much debate as to whether the relevant affected company may appeal the exchanges' decisions to a court for judicial review. In practice， there hasn't been any such case in court for trial.
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