Measures for the Administration of the Provision of Securities-related Legal Services by Law Firms

律师事务所从事证券法律业务管理办法

This law aims to strengthen the regulation of securities-related legal services by law firms, to maintain order in the securities market, and to protect the interests of investors.

Clp Reference: 1400/07.03.09 Promulgated: 2007-03-09 Effective: 2007-05-01

(Promulgated by the China Securities Regulatory Commission and Ministry of Justice on March 9 2007 and effective as of May 1 2007.)

Order of CSRC and MOJ No.41

(中国证券监督管理委员会、司法部于二零零七年三月九日公布,自二零零七年五月一日)

证监会、司法部令第41号

PART ONE: GENERAL PROVISIONS

第一章总 则

Article 1: These Measures have been formulated pursuant to the Securities Law and Lawyers Law in order to strengthen regulation of the provision of securities-related legal services by law firms, regulate the professional acts of lawyers in the course of activities, such as securities offerings, listings and trading, enhance the mechanism for guarding against legal risks, maintain order in the securities market and protect the lawful rights and interests of investors.

第一条为了加强对律师事务所从事证券法律业务活动的监督管理,规范律师在证券发行、上市和交易等活动中的执业行为,完善法律风险防范机制,维护证券市场秩序,保护投资者的合法权益,根据《证券法》和《律师法》,制定本办法。

Article 2: These Measures shall govern the provision of securities-related legal services by law firms and the lawyers assigned by them.

第二条律师事务所及其指派的律师从事证券法律业务,适用本办法。

For the purposes of the preceding paragraph, the term "securities-related legal services" means the legal services provided by a law firm appointed by a concerned party that consists of preparing and issuing legal opinions and other such documents for securities activities of the concerned party, such as a securities offering, listing and trading.

前款所称证券法律业务,是指律师事务所接受当事人委托,为其证券发行、上市和交易等证券业务活动,提供的制作、出具法律意见书等文件的法律服务。

Article 3: When a law firm and the lawyers assigned by it provide securities-related legal services, they shall comply with laws, administrative regulations and relevant provisions, abide by the principles of honesty, trustworthiness, independence, diligence and responsibility, adhere to lawyers' professional ethics and professional discipline, strictly perform their legal duties and vouch for the truthfulness, accuracy and completeness of the documents they issue.

第三条律师事务所及其指派的律师从事证券法律业务,应当遵守法律、行政法规及相关规定,遵循诚实、守信、独立、勤勉、尽责的原则,恪守律师职业道德和执业纪律,严格履行法定职责,保证其所出具文件的真实性、准确性、完整性。

Article 4: A law firm shall establish a sound risk control system, strengthen its management of the provision of securities-related legal services by its lawyers and improve the level of Securities Law practice of its lawyers.

第四条律师事务所应当建立健全风险控制制度,加强对律师从事证券法律业务的管理,提高律师证券法律业务水平。

Article 5: The China Securities Regulatory Commission (CSRC) and its agencies, and the Ministry of Justice and local judicial administrative authorities shall regulate the provision of securities-related legal services by law firms in accordance with the law.

第五条中国证券监督管理委员会(以下简称中国证监会)及其派出机构、司法部及地方司法行政机关依法对律师事务所从事证券法律业务进行监督管理。

Lawyers' associations shall regulate the provision of securities-related legal services by law firms in accordance with their charters and legal industry standards.

律师协会依照章程和律师行业规范对律师事务所从事证券法律业务进行自律管理。

PART TWO: SCOPE OF SERVICES

第二章业务范围

Article 6: When providing securities-related legal services, a law firm may issue legal opinions in respect of the following matters:

第六条律师事务所从事证券法律业务,可以为下列事项出具法律意见:

(1) initial public offerings and listings of shares;

(一)   首次公开发行股票及上市;

(2) securities offerings and listings by listed companies;

(二)   上市公司发行证券及上市;

(3) takeovers, material asset reorganizations and share buybacks of listed companies;

(三)   上市公司的收购、重大资产重组及股份回购;

(4) the implementation of equity incentive plans by listed companies;

(四)   上市公司实行股权激励计划;

(5) the convening of shareholders' general meetings by listed companies;

(五)   上市公司召开股东大会;

(6) the direct or indirect offerings of securities abroad by domestic enterprises and the listing and trading abroad of such securities;

(六)   境内企业直接或者间接到境外发行证券、将其证券在境外上市交易;

(7) the establishment, dissolution and termination of business of, as well as changes in, securities companies, securities investment fund management companies and their branches;

(七)   证券公司、证券投资基金管理公司及其分支机构的设立、变更、解散、终止;

(8) the offering of securities investment funds and the establishment by securities companies of pooled asset management plans;

(八)   证券投资基金的募集、证券公司集合资产管理计划的设立;

(9) offerings and listings of securities derivatives; and

(九)   证券衍生品种的发行及上市;

(10) other matters as specified by the CSRC.

(十)   中国证监会规定的其它事项。

Article 7: A law firm may accept an appointment by a concerned party to arrange for the preparation of legal documents relating to securities business activities.

第七条律师事务所可以接受当事人的委托,组织制作与证券业务活动相关的法律文件。

Article 8: Law firms that satisfy the following conditions are encouraged to provide securities-related legal services:

第八条鼓励具备下列条件的律师事务所从事证券法律业务:

(1) having compliant internal management, a sound risk control system, high standards of practice and a good reputation;

(一)   内部管理规范,风险控制制度健全,执业水准高,社会信誉良好;

(2) having at least 20 practising lawyers, of whom at least five have experience in securities-related legal services;

(二)   有20名以上执业律师, 其中5名以上曾从事过证券法律业务;

(3) having valid practice liability insurance; and

(三)   已经办理有效的执业责任保险;

(4) not having been subjected to administrative penalties during the most recent two years for illegal practice.

(四)   最近2年未因违法执业行为受到行政处罚。

Article 9: Lawyers who meet any of the following conditions and have not been subjected to administrative penalties during the most recent two years for illegal practice are encouraged to provide securities-related legal services:

第九条鼓励具备下列条件之一,并且最近2年未因违法执业行为受到行政处罚的律师从事证券法律业务:

(1) having provided securities-related legal services during the most recent three years;

(一)   最近3年从事过证券法律业务;

(2) having been in practice continuously during the most recent three years and the lawyer(s) with whom they intend to jointly practise has/have provided securities-related legal services during the most recent three years; or

(二)   最近3年连续执业,且拟与其共同承办业务的律师最近3年从事过证券法律业务;

(3) having continuously engaged in teaching or research in the field of securities law during the most recent three years or having received training in Securities Law practice.

(三)   最近3年连续从事证券法律领域的教学、研究工作,或者接受过证券法律业务的行业培训。

Article 10: A lawyer who has had his practice certificate revoked may never again provide securities-related legal services.

第十条律师被吊销执业证书的,不得再从事证券法律业务。

A lawyer who has been banned from the securities market by the CSRC or suspended by the judicial administrative authority may not provide securities-related legal services during his ban or while suspended.

律师被中国证监会采取证券市场禁入措施或者被司法行政机关给予停止执业处罚的,在规定禁入或者停止执业的期间不得从事证券法律业务。

Article 11: A law firm may not issue legal opinions for both the issuer, on the one hand, and the sponsor and underwriting securities company, on the other hand, in a securities offering, or issue legal opinions for both the acquirer and the target listed company in a takeover or issue legal opinions for different materially interested parties in a securities business activity.

第十一条同一律师事务所不得同时为同一证券发行的发行人和保荐人、承销的证券公司出具法律意见,不得同时为同一收购行为的收购人和被收购的上市公司出具法律意见,不得在其它同一证券业务活动中为具有利害关系的不同当事人出具法律意见。

If a lawyer serves as a director, supervisor or member of the senior management personnel of a company or an affiliate thereof, or if another circumstance exists that prejudices his independence, his law firm may not accept an appointment from that company to provide it securities-related legal services.

律师担任公司及其关联方董事、监事、高级管理人员,或者存在其它影响律师独立性的情形的,该律师所在律师事务所不得接受所任职公司的委托,为该公司提供证券法律服务。

PART THREE: SERVICE RULES

第三章业务规则

Article 12: When a law firm and the lawyers assigned by it provide securities-related legal services, they shall perform their review and verification obligations diligently and prudently in accordance with legally formulated practice rules.

第十二条律师事务所及其指派的律师从事证券法律业务,应当按照依法制定的业务规则,勤勉尽责,审慎履行核查和验证义务。

When carrying out a review and verification, a lawyer may do so by means, such as a face to face interview, examination of written materials, onsite investigation, inquiry, verification by letter, calculation and checking.

律师进行核查和验证,可以采用面谈、书面审查、实地调查、查询和函证、计算、复核等方法。

Article 13: When a law firm and the lawyers assigned by it provide securities-related legal services, they shall review and verify in accordance with the law the truthfulness, accuracy and completeness of the documents and information on which they are relying. Prior to carrying out the review and verification, they shall prepare a review and verification plan to clarify the matters that require review and verification and appropriately revise the same in light of the progress in the matter.

第十三条律师事务所及其指派的律师从事证券法律业务,应当依法对所依据的文件数据内容的真实性、准确性、完整性进行核查和验证;在进行核查和验证前,应当编制核查和验证计划,明确需要核查和验证的事项,并根据业务的进展情况,对其予以适当调整。

Article 14: When a lawyer is to issue a legal opinion, he shall perform his obligation of special attention as a legal professional in respect of law related matters and, in respect of other matters, perform his obligation of general attention as an ordinary person. The documents that he prepares and issues may not contain false or misleading statements or material omissions.

第十四条律师在出具法律意见时,对与法律相关的业务事项应当履行法律专业人士特别的注意义务,对其他业务事项履行普通人一般的注意义务,其制作、出具的文件不得有虚假记载、误导性陈述或者重大遗漏。

Article 15: A lawyer may use the documents directly obtained from state authorities, organizations whose function includes administration of public affairs, accounting firms, asset appraisal institutions, credit rating agencies and notary offices (hereinafter referred to as "Public Institutions") as the basis for issuing his legal opinion, provided that he performs his obligation of attention specified in Article 14 hereof and gives an explanation thereof. Documents not directly obtained from a Public Institution may only be used as a basis for issuing a legal opinion after review and verification.

第十五条律师从国家机关、具有管理公共事务职能的组织、会计师事务所、资产评估机构、资信评级机构、公证机构(以下统称公共机构)直接取得的文书,可以作为出具法律意见的依据,但律师应当履行本办法第十四条规定的注意义务并加以说明;对于不是从公共机构直接取得的文书,经核查和验证后方可作为出具法律意见的依据。

The copies and duplicates that a lawyer has made of materials from a Public Institution may serve as a basis for issuing a legal opinion after the same have been confirmed by the institution, and provided that the lawyer performs his obligation of attention specified in Article 14 hereof and gives an explanation thereof. If such a copy or reproduction has not been confirmed by the institution, it may only serve as a basis for issuing a legal opinion after review and verification of the relevant information.

律师从公共机构抄录、复制的材料,经该机构确认后,可以作为出具法律意见的依据,但律师应当履行本办法第十四条规定的注意义务并加以说明;未取得公共机构确认的,对相关内容进行核查和验证后方可作为出具法律意见的依据。

Article 16: When a lawyer is conducting a review and verification, and requires a determination by a securities service institution, such as an accounting firm and asset appraisal institution, he/she shall himself/herself engage or require the client to engage such securities service institution to issue an opinion.

第十六条律师进行核查和验证,需要会计师事务所、资产评估机构等证券服务机构作出判断的,应当直接委托或者要求委托人委托会计师事务所、资产评估机构等证券服务机构出具意见。

Article 17: When a lawyer practices Securities Law, the client shall provide him/her true and complete relevant materials and may not refuse to provide or conceal the same or provide false information.

第十七条律师在从事证券法律业务时,委托人应当向其提供真实、完整的有关材料,不得拒绝、隐匿、谎报。

If a lawyer discovers that the materials provided to him by the client contain false or misleading statements or material omissions, or that the client has committed a major violation of the law, he shall require the client to correct and supplement such materials. If the client refuses to correct or supplement the materials, the lawyer may refuse to continue the appointment and, in accordance with provisions, shall perform his/her obligation of reporting to the relevant authorities.

律师发现委托人提供的材料有虚假记载、误导性陈述、重大遗漏,或者委托人有重大违法行为的,应当要求委托人纠正、补充;委托人拒不纠正、补充的,律师可以拒绝继续接受委托,同时应当按照规定向有关方面履行报告义务。

Article 18: A lawyer shall classify and collate the work records generated in the course of the review and verification and the materials obtained, provide an explanation of the facts and relevant state provisions on which his/her specific opinions expressed in the legal opinion or other such document is based as well as of his/her analysis and judgment, and fashion the same into a clear working draft.

第十八条律师应当归类整理核查和验证中形成的工作记录和获取的材料,并对法律意见书等文件中各具体意见所依据的事实、国家相关规定以及律师的分析判断作出说明,形成记录清晰的工作底稿。

Article 19: The working draft shall be preserved by the law firm that issued the legal opinion for a period of not less than seven years. If the CSRC provides otherwise in respect of the preservation period, such provisions shall prevail.

第十九条工作底稿由出具法律意见的律师事务所保存,保存期限不得少于7年;中国证监会对保存期限另有规定的,从其规定。

PART FOUR: LEGAL OPINIONS

第四章法律意见

Article 20: A legal opinion is a clear and conclusive opinion issued by a law firm and the lawyers assigned by it concerning the lawfulness of the matters for which they were appointed by the client and is an important basis on which the client, investors, the CSRC and its agencies confirm whether the relevant matters are lawful. A legal opinion shall be issued by a lawyer based on the truthfulness, accuracy and completeness of the documents and information that he/she reviewed and verified, and in accordance with laws, administrative regulations and relevant provisions.

第二十条法律意见是律师事务所及其指派的律师针对委托人委托事项的合法性,出具的明确结论性意见,是委托人、投资者和中国证监会及其派出机构确认相关事项是否合法的重要依据。法律意见应当由律师在核查和验证所依据的文件数据内容的真实性、准确性、完整性的基础上,依据法律、行政法规及相关规定作出。

Article 21: A legal opinion shall set forth the relevant materials, facts, specific review and verification results, relevant state provisions and conclusive opinions.

第二十一条法律意见书应当列明相关材料、事实、具体核查和验证结果、国家有关规定和结论性意见。

Vague terms and phrases, such as "basically complies with", "did not discover", etc., may not be used in legal opinions.

法律意见不得使用“基本符合”、“未发现”等含糊措辞。

Article 22: In the event any of the following circumstances exists, the lawyer shall give an explanation thereof in his legal opinion and fully disclose its effect on, and risks to, the relevant matters:

第二十二条有下列情形之一的,律师应当在法律意见中予以说明,并充分揭示其对相关事项的影响程度及其风险:

(1) all or part of the client's matters fail to comply with CSRC provisions;

(一)   委托人的全部或者部分事项不符合中国证监会规定;

(2) facts are unclear and materials are insufficient rendering them incapable of fully reflecting the circumstances of the client;

(二)   事实不清楚,材料不充分,不能全面反映委托人情况;

(3) the scope of the review and verification was restricted by objective conditions, making the obtaining of evidence that ought to have been available impossible;

(三)   核查和验证范围受到客观条件的限制,无法取得应有证据;

(4) the lawyer requested that the client correct or supplement the materials but the client failed to do so;

(四)   律师已要求委托人纠正、补充而委托人未予纠正、补充;

(5) the lawyer performed his obligation of diligence and due care but remains unable to arrive at an accurate determination of all or part of the matters; or

(五)   律师已依法履行勤勉尽责义务,仍不能对全部或者部分事项作出准确判断;

(6) other circumstances that the lawyer deems as requiring an explanation.

(六)   律师认为应当予以说明的其它情形。

Article 23: The opinion to be issued by a lawyer who provides securities-related legal services as specified in Article 6 hereof shall be discussed and checked by his law firm, and the relevant record thereof shall be made and kept as a working draft.

第二十三条律师从事本办法第六条规定的证券法律业务,其所出具的法律意见应当经所在律师事务所讨论复核,并制作相关记录作为工作底稿留存。

Article 24: The opinion to be issued by a lawyer who provides securities-related legal services as specified in Article 6 hereof shall be signed by two practising lawyers and the person in charge of his/her law firm, and bear the stamp of the law firm and the signing date.

第二十四条律师从事本办法第六条规定的证券法律业务,其所出具的法律意见应当由2名执业律师和所在律师事务所负责人签名,加盖该律师事务所印章,并签署日期。

Article 25: The specific contents and format of a legal opinion shall comply with the relevant provisions of the CSRC.

第二十五条法律意见书的具体内容和格式,应当符合中国证监会的相关规定。

Article 26: If a material matter arises or the lawyer discovers that he/she needs to supplement his/her opinions after the legal opinion or other such document was submitted to the CSRC or its agency, he/she shall promptly submit a supplementary opinion.

第二十六条法律意见书等文件在报送中国证监会及其派出机构后,发生重大事项或者律师发现需要补充意见的,应当及时提出补充意见。

PART FIVE: REGULATION

第五章监督管理

Article 27: If, while providing securities-related legal services, a lawyer or his/her law firm has a case opened against him/her/it and is investigated by the relevant authorities due to suspicion of having committed a violation of the law, he/she/it shall truthfully notify the client thereof in a timely manner and expressly warn the client of the possible legal consequences.

第二十七条律师从事证券法律业务期间,律师或者其所在律师事务所因涉嫌违法被有关机关立案调查的,该律师、律师事务所应当及时如实告知委托人,并明确提示可能的法律后果。

Article 28: When a lawyer or law firm issues a legal opinion to a client, he/she/it shall, in accordance with provisions, additionally submit relevant information on his/her/its past provision of securities-related legal services. When the client submits its documents including the legal opinion to the CSRC and its agency, it shall, in accordance with provisions, additionally submit relevant information on the past provision of securities-related legal services of the lawyer and law firm.

第二十八条律师、律师事务所在向委托人出具法律意见时,应当按照规定同时提交其已从事证券法律业务的有关情况;委托人向中国证监会及其派出机构报送含有法律意见的文件时,应当按照规定同时提交律师、律师事务所已从事证券法律业务的有关情况。

Article 29: The CSRC and its agencies, the judicial administrative authority and the lawyers' association shall establish a database and open integrity files for lawyers who provide securities-related legal services to record the penalties, etc., incurred by lawyers and law firms that provide securities-related legal services and shall disclose the same in accordance with provisions.

第二十九条中国证监会及其派出机构、司法行政机关及律师协会建立律师从事证券法律业务的数据库和诚信档案,记载律师、律师事务所从事证券法律业务所受处理处罚等情况,并按照规定予以公开。

Article 30: If the CSRC or its agency, when reviewing the legal opinion issued by a lawyer, has any doubts as to its truthfulness, accuracy or completeness, it may require him/her to give an explanation and/or supplement the opinion, or require production of the working draft for its review. The lawyer and law firm shall cooperate

第三十条中国证监会及其派出机构在审核律师出具的法律意见时,对其真实性、准确性、完整性有疑义的,可以要求律师作出解释、补充,或者调阅其工作底稿。律师和律师事务所应当配合。

Article 31: The CSRC or its agency may take measures, such as ordering rectification, giving a regulatory discussion and issuing a written warning if a lawyer or his/her law firm, in the course of providing securities-related legal services, are characterized by any of the following circumstances:

第三十一条律师、律师事务所从事证券法律业务有下列情形之一的,中国证监会及其派出机构可以采取责令改正、监管谈话、出具警示函等措施:

(1) he/she/it failed to act with due diligence in accordance with Article 12 hereof when reviewing and verifying the truthfulness, accuracy and completeness of the documents and information on which they relied;

(一)   未按照本办法第十二条的规定勤勉尽责,对所依据的文件数据内容的真实性、准确性、完整性进行核查和验证;

(2) he/she/it failed to prepare a review and verification plan in accordance with Article 13 hereof;

(二)   未按照本办法第十三条的规定编制核查和验证计划;

(3) he/she/it failed to require the client to correct or supplement the materials or to perform their reporting obligation in accordance with Article 17 hereof;

(三)   未按照本办法第十七条的规定要求委托人予以纠正、补充,或者履行报告义务;

(4) he/she/it failed to provide explanations in a legal opinion in accordance with Article 22 hereof;

(四)   未按照本办法第二十二条的规定在法律意见中作出说明;

(5) he/she/it failed to discuss and check a legal opinion in accordance with Article 23 hereof;

(五)   未按照本办法第二十三条的规定讨论复核法律意见;

(6) he/she/it failed to perform their notification obligation in accordance with Article 27 hereof;

(六)   未按照本办法第二十七条的规定履行告知义务;

(7) the basis of the legal opinion is inappropriate or insufficient, or the legal analysis is clearly erroneous;

(七)   法律意见的依据不适当或者不充分,法律分析有明显失误;

(8) the conclusion reached in the legal opinion is ambiguous or is inconsistent with the review and verification results;

(八)   法律意见的结论不明确或者与核查和验证的结果不对应;

(9) he/she/it failed to prepare a working draft in accordance with Article 18 hereof;

(九)   未按照本办法第十八条的规定制作工作底稿;

(10) he/she/it failed to preserve the working draft in accordance with Article 19 hereof;

(十)   未按照本办法第十九条的规定保存工作底稿;

(11) the legal opinion fails to comply with the specified contents or format;

(十一) 法律意见书不符合规定内容或者格式;

(12) the legal opinion or other such document contains document quality problems, such as serious typographical errors; or

(十二) 法律意见书等文件存在严重文字错误等文书质量问题;

(13) another instance of a violation of service rules exists.

(十三) 违反业务规则的其它情形。

Article 32: If the CSRC or its agency renders a decision to give a regulatory discussion, it shall notify the lawyer or the person in charge of the law firm in writing of the target, reasons, time, place, etc., of or for the regulatory discussion. The lawyer or person in charge of the law firm shall submit to the regulatory discussion as required by the notice.

第三十二条中国证监会及其派出机构作出监管谈话决定的,应当将监管谈话的对象、原因、时间、地点等以书面形式通知律师或者律师事务所负责人。律师或者律师事务所负责人应当按照通知要求,接受监管谈话。

When the CSRC or its agent is to give a lawyer or the person in charge of the law firm a regulatory discussion, it may do so in conjunction with the judicial administrative authority or may entrust the judicial administrative authority to give the discussion.

中国证监会及其派出机构对律师或者律师事务所负责人监管谈话,可以会同或者委托司法行政机关进行。

When a regulatory discussion is given, at least two members of the working personnel shall be present and a written record of the regulatory discussion shall be made.

进行监管谈话,应当有2名以上工作人员在场,并对监管谈话的内容作出书面记录。

Article 33: If the CSRC, its agency or the judicial administrative authority takes measures, such as ordering rectification, giving a regulatory discussion or issuing a written warning against a lawyer or the person in charge of the law firm, the lawyer or the law firm shall correct the problem as required and improve his/her/its level of securities-related legal services.

第三十三条中国证监会及其派出机构或者司法行政机关对律师、律师事务所采取责令改正、监管谈话、出具警示函等措施的,律师、律师事务所应当按照要求改正所存在的问题,提高证券法律业务水平。

Article 34: If a lawyer or the person in charge of the law firm fails to subject himself/herself to a regulatory discussion, or fails to rectify the problem as required, the CSRC, its agency or the judicial administrative authority may order him/her to undergo rectification within a specified period of time.

第三十四条律师、律师事务所负责人未按照规定接受监管谈话,或者未按照要求改正所存在问题的,中国证监会及其派出机构或者司法行政机关可以责令其限期整改。

Article 35: If a lawyer or law firm has a case opened against him/her/it and is investigated by the CSRC, its agency or the judicial administrative authority or is ordered to undergo rectification, the CSRC and its agency will not accept and review legal opinions and other such documents issued by the lawyer or law firm while he/she/it is being investigated or is undergoing rectification.

第三十五条律师、律师事务所被中国证监会及其派出机构、司法行政机关立案调查或者责令整改的,在调查、整改期间,中国证监会及其派出机构暂不受理和审核该律师、律师事务所出具的法律意见书等文件。

PART SIX: LEGAL LIABILITY

第六章法律责任

Article 36: If a law firm and the lawyers whom it assigns violate the Securities Law or administrative regulations on securities administration in their provision of securities-related legal services and ought to be subjected to administrative penalties, such penalties shall be imposed by the CSRC in accordance with the Securities Law and administrative regulations on securities administration. If the penalty of ordering the law firm to suspend operations and undergo rectification, and the penalty of ordering the lawyer to suspend practice or revoking his/her practice certificate ought to be imposed, such penalties shall be imposed by the judicial administrative authority in accordance with the law.

第三十六条律师事务所及其指派的律师从事证券法律业务,违反《证券法》和有关证券管理的行政法规,应当给予行政处罚的,由中国证监会依据《证券法》和有关证券管理的行政法规实施处罚;需要对律师事务所给予停业整顿处罚、对律师给予停止执业或者吊销律师执业证书处罚的,由司法行政机关依法实施处罚。

Article 37: If a law firm that provides securities-related legal services fails to act with due diligence, resulting in the documents prepared and issued by it containing false or misleading statements or material omissions, the CSRC shall impose penalties in accordance with Article 223 of the Securities Law.

第三十七条律师事务所从事证券法律业务,未勤勉尽责,所制作、出具的文件有虚假记载、误导性陈述或者重大遗漏的,由中国证监会依照《证券法》第二百二十三条的规定实施处罚。

Article 38: If a law firm that provides securities-related legal services fails to preserve working drafts in accordance with Article 19 hereof, the CSRC shall impose penalties in accordance with Article 225 of the Securities Law.

第三十八条律师事务所从事证券法律业务,未按照本办法第十九条的规定保存工作底稿的,由中国证监会依照《证券法》第二百二十五条的规定实施处罚。

Article 39: If a law firm that provides securities-related legal services is characterized by any of the circumstances specified in Items (1) to (8) of Article 31 hereof, the CSRC shall impose penalties in accordance with the third paragraph of Article 226 of the Securities Law.

第三十九条律师事务所从事证券法律业务,有本办法第三十一条第(一)项至第(八)项规定情形之一的,由中国证监会依照《证券法》第二百二十六条第三款的规定实施处罚。

Article 40: If a lawyer who provides securities-related legal services violates the Securities Law, relevant administrative regulations or these Measures and the circumstances are serious, the CSRC may take the measure of banning him/her from the securities market in accordance with Article 233 of the Securities Law.

第四十条律师从事证券法律业务,违反《证券法》、有关行政法规和本办法规定,情节严重的,中国证监会可以依照《证券法》第二百三十三条的规定,对其采取证券市场禁入的措施。

Article 41: If a law firm and the lawyers whom it assigns, in their provision of securities-related legal services, violate the Lawyers Law or provisions on the administration of practice by lawyers, the judicial administrative authority shall impose the concomitant administrative penalties.

第四十一条律师事务所及其指派的律师从事证券法律业务,违反《律师法》和有关律师执业管理规定的,由司法行政机关给予相应的行政处罚。

If a law firm and the lawyers whom it assigns violate legal industry standards in their provision of securities-related legal services, the lawyers' association shall impose the concomitant industry penalties.

律师事务所及其指派的律师从事证券法律业务,违反律师行业规范的,由律师协会给予相应的行业惩戒。

Article 42: If a law firm and the lawyers whom it assigns provide securities-related legal services in violation of relevant provisions, which violation is suspected of establishing a criminal offence, the case shall be transferred, in accordance with the law, to the judicial authority for handling.

第四十二条律师事务所及其指派的律师违反规定从事证券法律业务,涉嫌犯罪的,依法移送司法机关处理。

Article 43: In investigating violations of the law by law firms and lawyers that provide securities-related legal services, the CSRC and its agency and the judicial administrative authority shall mutually cooperate, exchange information and establish a coordination and consulting mechanism. In a case where penalties ought to be imposed by the other party in accordance with the law, the case shall be transferred to the other party for handling in a timely manner. Once a party has imposed penalties, it shall notify the other party in writing of the penalty results, with a copy to the lawyers' association.

第四十三条中国证监会及其派出机构、司法行政机关在查处律师事务所、律师从事证券法律业务的违法行为的工作中,应当相互配合,互通情况,建立协调协商机制。对于依法应当由对方实施处罚的,及时移送对方处理;一方实施处罚后,应当将处罚结果书面告知另一方,并抄送律师协会。

PART SEVEN: SUPPLEMENTARY PROVISIONS

第七章附则

Article 44: The provision of futures-related legal services by law firms and the lawyers assigned by them shall, mutatis mutandis, be handled in accordance with these Measures.

第四十四条律师事务所及其指派的律师从事期货法律业务,参照本办法执行。

Article 45: These Measures shall be effective as of May 1 2007. The China Securities Regulatory Commission, Circular on Strengthening Administration of the Provision of Securities-related Legal Services by Lawyers (Zheng Jian Fa Zi [1998] No.1) shall be repealed simultaneously.

clp reference:1400/07.03.09prc reference:证监会、司法部令第 41 号promulgated:2007-03-09effective:2007-05-01

第四十五条本办法自2007年5月1日起施行。《中国证券监督管理委员会关于加强律师从事证券法律业务管理的通知》(证监法字[1998]1号)同时废止。

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