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Laws of the People's Republic of China |
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| Category | SECURITIES | Organ of Promulgation | The State Council | Status of Effect | In Force |
| Date of Promulgation | 1997-12-10 | Effective Date | 1997-12-10 |
|
Measures for the Administration of Stock Exchanges |
|---|
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 Article 6 The establishment of a stock exchange shall be subject Article 7 The following documents shall be presented to the Securities (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 (7)other documents the presentation of which is required by the Article 8 The articles of association of a stock exchange shall (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 (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 Article 10 A stock exchange should create open, fair and just 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 (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 (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 Article 14 Provision of securities trading services in varieties for Article 15 A stock exchange should formulate and revise business The business rules of a stock exchange shall include rules for Article 16 A stock exchange shall establish the membership meeting, Article 17 The membership meeting shall be the highest organ of power (1)formulation and revision of the articles of association of the (2)election and dismissal of member directors of the board; (3)review and adoption of the work reports of the board of directors and (4)review and adoption of the financial budget and final settlement (5)decisions on other major matters of the stock exchange. The formulation and revision of the articles of association adopted by Article 18 The membership meeting shall be convened once a year by the (1)the number of directors is less than the minimum number prescribed by (2)at the request of over one third of the members out of the total (3)when the board of directors deems it necessary. Article 19 The membership meeting must be attended by over two thirds A stock exchange shall, within ten days after the conclusion of the membership meeting, submit all the documents
and relevant information Article 20 The board of directors shall be the decision-making body 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 (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 (8)other responsibilities given by the membership meeting. Article 21 The board of directors of a stock exchange shall be Member directors shall be elected by the membership meeting. Non-member A director shall not serve more than two consecutive terms. The meeting of the board of directors shall be convened at least once a Article 22 The board of directors shall have one chairman, one to two Article 23 The chariman shall be responsible for the convening and The chairman shall serve as the president of the meeting during the The chairman shall not concurrently serve as the general manager of a Article 24 A stock exchange shall have one general manager and The term of office for the general manager and deputy general manager Article 25 The appointments and relief of the posts of middle-rank Article 26 The board of directors shall establish a supervisory (1)to oversee the high-ranking managerial personnel and other staff (2)to oversee the high-ranking managerial personnel in the implementation (3)to oversee the financial status of the stock exchange; and (4)other powers provided for in the articles of association of the Article 27 The board of directors may establish subordinate specialized The expenses of all specialized committees should be integrated into the Article 28 Whoever has any of the following circumstances must not be (1)has committed crimes of corruption, bribes, occupation of property (2)an employee of a securities operations agency or other financial (3)a lawyer, certified accountant or a professional of a legal asset (4)the legal representative of a company or an enterprise that has been (5)one who has served as a director of the board, director of a factory (6)a functionary of a state organ who has been dismissed for not more (7)other circumstances prescribed by the relevant state laws, regulations, Article 29 In the event of improper circumstances in the composition Article 30 A stock exchange should formulate specific trading (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 (7)opening, closing, and resting of the stock exchange and handling (8)mode of collection and rates of service charges and other related (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; (12)other matters that require to be stipulated in the trading rules. Article 31 A stock exchange should publish the current/immediate?? (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 (4)separate calculation and total calculation of the volume and value (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 Article 33 A stock exchange should work out detailed provisions Article 34 A stock exchange should guarantee that investors have Article 35 A stock exchange has the power to suspend or resume CSSCC has the power to ask a stock exchange to suspend or resume the Article 36 A stock exchange should establish the market access Except for the above-mentioned circumstances, a stock exchange Article 37 A stock exchange and its members should put in A stock exchange should determine the duration of safekeeping Article 38 A stock exchange should guarantee the conscientious A stock exchange shall bear the responsibility of uncovering, curbing Article 39 A stock exchange should establish a computer system CSSCC may ask the stock exchanges to establish information exchange Article 40 A stock exchange should formulate specific rules for (1)terms and procedures for the acquisition of membership; (2)measures for the administration of seats; (3)requirements for membership internal supervision, risk control, (4)business reporting system of members; (5)code of conduct of listing representatives sent by members on the (6)penalty of acts in violation of laws and regulations by members and (7)other matters that require to be stipulated in the membership Article 41 Members admitted by stock exchanges should be the Article 42 The decision of a stock exchange on the admission or Article 43 A stock exchange must restrict the number of trading seats. Article 44 A stock exchange shall exercise stringent administration Article 45 A stock exchange should, in accordance with the provisions (1)to ask the members to use special stock accounts and fund accounts in (2)to inspect whether the members opening self-managed accounts have the (3)to ask the members to compile monthly securities inventory statement (4)to work out specific risk control measures for self-operations and (5)to submit reports on the status of self-managed securities business (6)other matters relating to supervision and administration. Article 46 A stock exchange should work out detailed provisions (1)to determine the format of the agency agreement to be signed by (2)to work out the procedures and responsibilities in accepting the (3)to ask the members to submit a report on their trading business Article 47 A stock exchange should make sample or comprehensive Article 48 A stock exchange has the power to ask the members to provide Article 49 Members of a stock exchange should accept the supervision and Article 50 A stock exchange may impose sanctions on the members for acts Article 51 A stock exchange should formulate specific listing rules (1)terms and procedures of application and approval of securities listing (2)the contents and format of the listing announcement; (3)the qualification, responsibilities and obligations of the person who (4)the mode of collection and rates of the listing fees and other related (5)provisions on the handling of acts in violation of the listing rules; (6)other matters that require to be stipulated in the listing rules. Article 52 A stock exchange should conclude a listing agreement The contents and format of listing agreements signed between an exchange 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 (3)to ask the companies to designate full-time persons to be responsible (4)specific provisions on the reporting procedures and replies to the (5)matters relating to stoppage of stock listing; (6)handling of breach of the listing agreement by parties to the (7)arbitration clauses; and (8)other contents the stock exchange deems necessary to be clearly Article 53 A stock exchange should establish the system of persons A stock exchange should oversee the person who recommends the listing Article 54 A stock exchange should, in accordance with the uniformly Article 55 A stock exchange should urge the listed companies to compile Article 56 Stock exchages should examine and verify the interim Article 57 In the event of occurence of any of the following (1)occurence of abnormal fluctuations in the stock trading of the said (2)open offer issued by investors for the buying of the stocks of the (3)application by the listed company for the suspension of listing (4)when the CSSCC makes a decision on the suspension of stock trading (5)when a stock exchange deems it necessary. Article 58 A stock exchange should establish an archive of the Article 59 A stock exchange should take necessary technical measures Article 60 Stock exchanges should adopt necessary measures to ensure Article 61 Listed companies should establish statistical information Article 62 A stock exchange may handle the case pursuant to the Article 63 Stock exchanges should exercise supervision and control over Article 64 A stock exchange should establish a stock registration Article 65 The registered capital of a stock registration settlement Article 66 Stock registration settlement agencies should provide Article 67 The business scope and functions of a stock registration (1)stock ownership registration; (2)establishment of the register of securities holders and securities (3)deposit safekeeping and transfer of registered securities; (4)settlement and payment acceptance after transactions of all listed (5)agency for the payment of securities principal and interests or (6)safekeeping of securities in kind; (7)consultancy, training and other services related to the above-mentioned (8)other businesses approved by CSSCC. Article 68 A stock registration settlement agency should, within the The appointment and relief of the posts of the general manager and Article 69 A stock registration settlement agency should establish a Article 70 A stock registration settlement agency may, through the Article 71 A stock registration settlement agency should conclude Article 72 The settlement position and settlement clearing reserve A stock registration settlement agency should establish a settlement Article 73 A stock registration settlement agency should, pursuant Article 74 A stock registration settlement agency have the right to (1)inquiry by the securities holder himself/herself or by a trustee (2)provision of the securities holders' register and other relevant (3)inquiries and evidence gathering by CSSCC and its authorized Article 75 A stock registration settlement agency should, pursuant A stock registration settlement agency should appropriately keep the Article 76 Implementation of the employment qualifications for the Article 77 A stock registration settlement agency should, in going Article 78 No stock exchange shall transfer in any form its permits Article 79 High-ranking managerial personnel of a stock exchange When the general manager of a stock exchange or stock registration Article 80 No general manager or deputy general manager(s) of a Article 81 The high-ranking managerial personnel and other staff members Article 82 The high-ranking managerial personnel and other staff members Article 83 All kinds of funds and fees received and collected by Surpluses of revenues and expenditures of stock exchanges must not The rates and modes of collection of the afore-said fees should be Article 84 Stock exchanges and stock registration settlement agencies (1)to submit a financial report audited by an accounting firm with (2)to submit a quarterly work report and an annual work report on the (3)matters to be reported pursuant to the provisions of other relevant (4)other matters to be reported pursuant to the requirements of CSSCC. Article 85 In the event of major matters, a stock exchange should The major matters referred to in the preceding paragraph include; (1)uncovering of the existence or possible existence of acts in serious (2)uncovering in the securities market of the existence of potential (3)occurence in the securities market of matters without clear-cut (4)matters that require the stock exchange to make major decisions in the (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 (1)occurence of circumstances affecting the safe operations of the (2)suspension of market in the stock exchange due to force majeure Article 87 Stock exchanges and stock registration settlement agencies Article 88 CSSCC has the power to ask stock exchanges to provide Article 89 CSSCC has the power to ask stock exchanges and stock Article 90 CSSCC has the power to despatch personnel to oversee and The above-mentioned inspectors should produce their legal identification Article 91 When a stock exchange or a stock registration settlement Article 92 Any stock exchange that engages in businesses irrelevant Article 93 Any stock exchange that violates the provisions of Articles Article 94 Any stock exchange that fails to fulfil its duties and In the event of serious consequences affecting the normal conduct of securities trading activities, CSSCC
has the power to order the stock Article 95 Any stock registration settlement agency that violates Article 96 In the event of existence of the following circumstances in (1)failure to transmit or implement relevant state laws, regulations, (2)irresponsibility in work and disorder in administration resulting in (3)non-acceptance of and non-cooperation with the work of supervision and (4)failure to take effective measures to stop the acts in violation of regulations that have occured in the
stock exchange or ineffectiveness in Article 97 Any staff member in a stock exchange bears the responsibility Article 98 For members or listed companies of a stock exchange that Article 99 A stock exchange should, within the scope of its functions CSSCC may ask a stock exchange to impose penalties on its members and Article 100 Any stock exchange or any member or listed company Article 101 The meaning of the following terms in these Measures: (1)"listing" means the listing for trading of the securities in a stock (2)"listing announcement" means the information disclosure document (3)"listing fee" means the fees paid by a securities issuer to a stock (4)"a person who recommends the listing" means an official member of a (5)"seating fee" means the fee paid by a member of a stock exchange to (6)"stock exchange high-ranking managerial personnel" means the directors, (7)"a stock registration settlement agency" means a securities The meaning of the terms not defined in these Measures shall be determined Article 102 The Securities Commission shall be responsible for the Article 103 These Measures shall enter into force as of the date of promulgation. Measures for the Administration of Stock Exchanges
promulgated
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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
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.
Commission in applying for the establishment of a stock exchange:
employ; and
Securities Commission.
contain the following particulars:
of high-ranking managerial personnel;
the State Council for approval upon consent by the Securities Commission
after examination and verification.
Chapter III Functions of A Stock Exchange
environment to ensure the normal operations of the securities market.
listing;
prices;
exchange shall be submitted to the Securities Commission for approval.
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.
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.
listing, rules for trading, rules for membership management and other rules
relating to securities trading activities.
Chapter IV Organization of A Stock Exchange
the board of directors and specialized committees.
of a stock exchange. The membership meeting has the following powers:
stock exchange;
the general manager;
report of the stock exchange; and
the membership meeting shall be submitted to the Securities Commission for
approval.
board of directors. An ad hoc membership meeting shall be convened in the
event of any of the following circumstances:
these Measures;
membership; and
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.
of the meeting to the Securities Commission for the record.
of a stock exchange. Its terms of office shall be three years.
proposals put forth by the general manager;
of requirements; and
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.
directors shall be appointed by CSSCC.
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.
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.
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.
membership meeting.
stock exchange.
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.
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.
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.
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:
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;
of the resolution(s) of the membership meeting and the board of directors;
stock exchange.
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.
budget of the stock exchange.
recruited as an employee of a stock exchange and must not serve as a
high-ranking administrator of a stock exchange:
and appropriation of property or the crime of disrupting socio-economic
order, or having been deprived of political rights for crime;
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;
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;
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;
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;
than five years starting from the date of dismissal; and
rules and policies.
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
rules. Their contents shall include:
securities;
of abnormal circumstances;
fees in trading;
and
quotations and make daily a securities quotations table recording the
following particulars which shall be announced in appropriate ways:
preceding trading day;
of transactions made;
statement, a monthly statement and an annual statement on the transactions
effected in its market which shall be released to society in time.
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.
equal opportunity to obtain the trading quotations and other publicly
disclosed information in the securities market and have equal opportunity
in trading.
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.
trading of the listed securities.
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.
must not restrict or prohibit the acts of securities buying or selling by
securities investors.
safekeeping the materials of entrustment, the trading records
and settlement papers from the securities transactions, and formulate
corresponding search and secrecy control measures.
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.
implementation of its business rules and handle the acts in violation of the business rules in time.
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.
conforming to the requirements of securities market supervision and control
and realtime monitoring, and establish a specialized agency for securities
market supervision and control.
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
membership administration. Their contents shall include:
standards for the computer systems and their maintenance relating to
securities trading and the settlement business;
trading floor;
their listing representatives; and
administration rules.
in-country securities operations agencies with the status of a legal person
the establishment of which is approved by the empowered departments.
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.
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.
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.
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:
self-managed buying and selling business, and adopt technical means to enforce
stringent administration;
prescribed self-operations qualification;
and submit the same to the stock exchange before the 5th of the following
month;
submit the same to CSSCC for the record;
of all members ending on the said dates to CSSCC within 30 days after June 30
and December 31 every year; and
on securities buying and selling business by members for clients in the
business rules and exercise the following supervision and administration:
a member and a client and examine the legitimacy of its contents;
entrustment of a client and make sample survey of the status on the
implementation of the entrustment of the clients; and
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.
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.
business-related statements, account books, trading records as well as other
documents and materials.
administration of the stock exchange and report relevant questions on their
own initiative.
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
pursuant to the provisions of relevant laws and administrative regulations.
Their contents shall include:
as well as the contents and format of the listing agreement;
recommends the listing;
charges;
and
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.
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.
listing of the securities of a company;
for the securities matters;
queries of the excahnge of the regular report and interim report of the
listed companies;
agreement;
defined in the listing agreement.
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.
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.
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.
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.
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.
circumstances, a stock exchange should suspend the stock trading of the listed company and ask the listed company to publish the
relevant
information forthwith:
company;
said company;
pursuant to the listing agreement;
according to law; and
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.
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.
that directors, commissioners and managers of listed companies shall not sell
the shares of the companies held by them.
systems and submit and publish relevant statistical information in time
pursuant to the requirements of the stock exchanges.
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.
the issuers of other listed securities with reference to the relevant
provisions of this Chapter.
Chapter VIII Stock Registration Settlement Agencies
settlement agency to provide centralized services for registration, deposit
safekeeping, settlement and payment acceptance.
agency shall not be less than RMB 100 million Yuan.
secure, fair and efficient services and accept the supervision of the
stock exchanges over their business activities.
settlement agency include:
accounts;
varieties of the stock exchange;
distribution of rights and interests and other agency services;
businesses; and
scope of its functions, formulate and revise the articles of association
and business rules which shall enter into force upon approval of CSSCC.
deputy general manager(s) of a stock registration settlement agency
shall be submitted to CSSCC for approval.
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.
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.
a business agreement with the stock exchange and submit the same to
CSSCC for the record.
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.
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.
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.
refuse any unit or individual in making inquiries about the securities
holders' register and its relevant information. However, the following
circumstances are exceptions:
entrusted through notarization;
information for the securities issuers pursuant to Article 73 of these
Measures; and
departments, people's courts, people's procuratorates and other
state organs pursuant to the provisions and procedures of laws and
regulations.
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.
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.
administrators and staff members of stock registration settlement agencies
shall be effected with reference to the provisions of Article 28 of these
Measures.
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
for establishment and business obtained pursuant to these Measures.
or stock registration settlement agency shall have the obligation of honesty and good faith towards the agency in which he/she is
employed.
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.
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.
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.
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.
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.
be distributed to members.
submitted to the competent departments of fee collection for the record.
should fulfil the following reporting obligations:
qualifications for securities operations to CSSCC within three months after
the end of every fiscal year.
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.
state laws, regulations, rules, policies and other articles of these
Measures.
submit a report to CSSCC at any time.
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;
risks of occurence of acts in serious violation of relevant state laws,
regulations, rules and policies;
provisions in relevant state laws, regulations, rules and policies which
however will produce major impacts on the securities market;
process of implementation of relevant state laws, regulations, rules and
policies;
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:
stock exchange; and
or adoption of technical measures for the suspension of market for the
maintenance of normal securities trading order.
should, in accordance with the requirements of CSSCC, provide securities
market information, business documents and other relevant data and materials
to CSSCC.
materials relating to their members and listed companies.
registration settlement agencies to revise their articles of association
and business rules.
inspect the business, financial status of the stock exchanges and stock
registration settlement agencies, or investigate other relevant matters.
papers in the performance of inspection missions.
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
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.
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.
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.
exchange to suspend its operations for consolidation within the specified
time period and submit a report to the Securities Commission for the record.
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.
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:
rules, policies and the rules, measures and provisions promulgated by the
Securities Commission and CSSCC;
non-perfection and non-implementation of relevant business rules and
operational procedures;
inspection by CSSCC; no attachment of importance to, no submission of report
and no resolution in time of major hidden perils and loopholes;
investigation and handling.
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.
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.
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.
the listed companies.
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
exchange by a securities issuer upon approval.
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.
exchange for the listing of its securities pursuant to the business rules
of the stock exchange.
stock exchange confirmed by the stock exchange who assists a securities
issuer in applying for the listing of its securities.
the stock exchange for the use of a trading seat pursuant to the articles of association and business rules of the stock exchange.
general manager, deputy general manager(s) and members of all specialized
committees of a stock exchange.
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.
pursuant to the definitions in other relevant state laws, regulations, rules
and policies.
interpretation of these Measures.
by the Securities Commission on August 21, 1996 is simultaneously superseded.
URL: http://www.asianlii.org/cn/legis/cen/laws/mftaose470