As I mentioned before, the network onSECThe information disclosure system is sometimes referred to, but often is the premise in the professional default everyone already knew, it is difficult to find a more systematic and comprehensive introduction; moreover, this group of professionals come almost entirely from the financial sector, rather than from a legal perspective. This lack of data makes my days working away many detours, and it has not formed a complete impression. But even so, at some point or a little experience, recorded on this, in order to enrich this seemingly information explosion, but empty inside the internet.

If the following is lucky to be with me as beginners, please use it as a guide -- you can continue to study in my thought, and correct the mistakes.

If the following content was unfortunately professionals see, please take it as a paper -- it may be wrong, and not hesitate to point out the mistakes.

1     USA federal securities laws, including what law?

Major is1933Years of Federal Securities Act (Federal Securities Act of 1933),1934The federal securities and Exchange Act (Federal Securities Exchange Act of 1934); and2002Years of Sarbanes·(Oxley actSarbanes-Oxley Act of 2002A series of corporate scandals) originated in the American Enron Corp initiated, as far as I know, this bill not only for the securities regulation, but also has a great influence on corporate governance;1933And1934There is a two actRuleAccording to my understanding, as the detailed rules for the implementation of our so. In addition, there are too many to countRegulationThe securities regulatory authorities, should be established according to the above act.

2     Who is the American securities regulatory authorities?

American CSRC(Securities and Exchange Commission).

3     USA securities law with extraterritorial effect?

One of the important characteristics of America securities law, is the extraterritorial. If a Foreign Company listed on the USA, then of course bySECRegulation, also must comply with a series of securities laws and regulations America.SECThe right for it as a violation of securities laws and regulations related to the investigation of the behavior of administrative punishment, and enjoy the right to a certain extent, in addition to the case,SECHave the right to bring a lawsuit to the court, the court decided to impose a fine on the company in violation of the law.

4     How local and federal court jurisdiction division?

USA dual legal system is too confusing, this problem I was so confused.1933Years of federal securities laws and1934The securities and exchange act the federal provisions about the two, involved in the bill, the federal court has exclusive jurisdiction.But saying that, if the stock to be listed on the words, will also be in the corresponding register, then the state courts have jurisdiction.

5     What is the regulatory principles American securities law?

In this issue,SECSuch a paragraph of text on a website:The SEC 's Division of Corporation Finance may examine a company' s registration statement to determine whether it complies with our disclosure requirements. But the SEC does not evaluate the merits of offerings, nor do we determine if the securities offered are "good" investments(SECCompany financial department will Censorship Incorporation registration statements are in conformity with the requirements of our disclosure, butSECDon't evaluate the nature the stock offering once, never believed that this stock is a"Good"Investment.

In this regard, there is a saying in our textbook, called what what doctrine, remember, the American free market economy idea is come down in one continuous line; and China is to adopt a different doctrine. A series of obligations of securities law to set, in short, is completely accurate information disclosure, as to what is the content of the information, even though you are burning and looting, andSECIrrelevant.

It is in this sense,SECThe company submitted information are called"File", rather than"Submit"Like, that isSECThe main purpose of the company is to submit the information"File", is to provide a platform for investors can easily query the information, instead of more regulation.

6     USA securities law mainly about information disclosure of what?

The details of the content is too much, as I level estimation of don't finish reading a year, only several important translation method:

"1934The Securities Exchange Act "

Article13ArticleThe periodic report and other reports

To provide the necessary and appropriate protection to investors and to ensure fair trading, each one according to Article12The registration of the issuer, should according to the SFC issued rules, submit the following documents to the csrc:

1In accordance with Article12Strip of application or registration statement,SECThe required information and file real-time reasonable, in addition toSECNot required in1962Years7Month1DaySubstantial contracts before they have been fully implemented.

2According to the provisions of the CSRC, after public accountants audit report (if the CSRC regulations require audit), as well as the quarterly.

"2002Years of Sox-OxleyAct "

Article409ArticleThe issuer real-time disclosure

Each of the securities and Exchange Act Article13(A) or15(D) a report issued, should be based on the rapid, timely, in plain English, the following additional information disclosure to the public: substantive changes on the issuer's financial condition or operation, these changes include trend, qualitative information and the chart show. This information will be necessary and useful for the protection of investment and the interests of the public, and will make a decision in the form of rules by the securities and futures commission.

However, these two laws of information is the information disclosure of listing Corporation made provisions in principle, the implementation of more specific methods according to the America CSRC rules. The securities and Exchange Act Article13b (1)Regulations."The provisions of this law, shall be required to submit the information form (Form) form, the balance sheet should be listed items and details......Make provision for."