Administrative Measures on the Registration and Settlement of Securities
Administrative Measures on the Registration and Settlement of Securities
Administrative Measures on the Registration and Settlement of Securities
Order of China Securities Regulatory Commission [2006] No. 29
April 7, 2006
The Administrative Measures for the Securities Registration and Settlement are hereby promulgated and shall enter into effect as of July 1, 2007.
Chairman of China Securities Regulatory Commission: Shang Fulin
Appendix: Administrative Measures on the Registration and Settlement of Securities
Chapter I General Provisions
Article 1 In order to regulate the securities registration and settlement activities, protect the lawful rights and interests of investors, maintain the securities registration and settlement order, guard against the securities registration and settlement risks and safeguarding the safe and efficient operation of the securities market, these Measures are formulated in accordance with the Securities Law, the Company Law and other laws and administrative regulations.
Article 2 These Measures shall be applied to the registration and settlement of stocks, bonds, shares of securities investment funds, as well as other securities and securities derivatives (hereinafter referred to as the securities) listed in the stock exchanges.
The registration and settlement business about the non-listed securities shall be carried out with reference to these Measures.
If there are separate provisions in the laws, administrative regulations or of China Securities Regulatory Commission (hereinafter referred to as CSRC) about the registration and settlement business about the foreign capital stocks listed in China, such provisions shall prevail.
Article 3 The principles of openness, fairness, equity, safety and efficiency shall be followed in the securities registration and settlement activities.
Article 4 Securities registration and settlement institutions are non-profitable legal persons that provide centralized registration, depository and settlement services for the securities trading.
The securities registration and settlement business shall be governed by the method of nationally centralized and unified operations, and be dealt with in the form of the centralized and unified processing by securities registration and settlement institutions.
The securities registration and settlement institutions shall carry out the industrial self-discipline management.
Article 5 The securities registration and settlement activities shall be subject to the laws, administrative regulations, the provisions of the CSRC and the business operational rules formulated by the securities registration and settlement institutions in accordance with law.
Article 6 The CSRC shall supervise and administer the securities registration and settlement institutions as well as securities registration and settlement activities according to law.
Chapter II Securities Registration and Settlement Institutions
Article 7 The establishment and dissolution of securities registration and settlement institutions shall be subject to the approval of the CSRC.
Article 8 A securities registration and settlement institution shall perform the functions as follows:
1. The establishment and management of securities accounts and settlement accounts;
2. The depository and transfer of securities;
3. The registration of the roster of securities holders as well as the registration of their rights and interests;
4. The liquidation and delivery of securities and capital as well as the relevant management;
5. The distribution of securities rights and interests upon the strength of the entrustment of issuers;
6. Providing the inquiry, information, consultancy and training services relating to the securities registration and settlement business according to law; and
7. Other businesses as approved by the CSRC.
Article 9 A securities registration and settlement institution shall not carry out any of the activities as follows:
1. The investments that are irrelevant to the securities registration and settlement business;
2. Purchasing non-self-use real estate;
3. Purchasing or selling securities not under Article 65 or 66 of these Measures; or
4. Other activities as prohibited by the laws, administrative regulations or the CSRC.
Article 10 The following matters of securities registration and settlement institutions shall be reported to the CSRC for approval:
1. The formulation or revision of Articles of association or business operational rules;
2. The important international cooperation and communication activities or the important affairs related to Hong Kong, Macao or Taiwan;
3. The formulation or adjustment of main charging items or rates related to the securities registration and settlement;
4. The appointment or removal of the chairman or deputy chairman of the board of directors, the general manager or deputy general manager; or
5. Other matters that shall be reported to the CSRC for approval.
The "business operational rules" as mentioned in the Item (1) of the preceding Paragraph means the rules about the securities registration and settlement business, such as the management of securities accounts, securities registration, securities custody and depository, securities settlement and management of settlement participants of the securities registration and settlement institutions.
Article 11 The following matters and documents of securities registration and settlement institutions shall be reported to the CSRC:
1. The detailed rules for the business operations;
2. The formulation or alteration of the business management rules, the business resumption plans and the emergency handling procedures;
3. The handling of the registration and settlement business related to new securities varieties or the alteration of the modes for registration and settlement business;
4. The acquisition or deprivation of the qualifications of settlement participants or settlement banks;
5. The discovery of significant business operational risks or technical risks, significant illegal or irregular acts, or the involvement in significant lawsuits;
6. The appointment or removal of the general manager of any subsidiary, the assistant of the general manager of the company, or the person-in-charge of a department of the company;
7. Annual work reports on the relevant business operations or the conditions on the implementation of the relevant state provisions;
8. Annual financial reports audited by an accountant firm, schemes on financial budgets and final accounts, projects with large expenses, the hiring or replacement of accountant firms;
9. The main business cooperation agreements reached with stock exchanges, and the sample formats of various business agreements reached with the securities issuers, settlement participants and settlement banks; and
10. Other matters and documents that the CSRC requires reporting.
Article 12 A securities registration and settlement institution shall properly keep the original vouchers as well as the relevant documents and materials about the registration, depository and settlement, which shall be kept for not less than 20 years.
Article 13 A securities registration and settlement institution shall manage the data and materials exclusively, which formulates for the securities registration and settlement business. Without the consent of the securities registration and settlement institution, any organization or individual may not use the data and materials under exclusive management for any commercial purpose.
Article 14 A securities registration and settlement institution and its staff members shall keep confidential the data and materials related to the securities registration and settlement business according to law.
A securities registration and settlement institution shall refuse the inquiry of the data and materials related to the securities registration and settlement, except for the circumstances as follows:
1. The securities holder inquires about his or its' own securities materials;
2. The securities issuer inquires about the roster of securities holders and the relevant materials;
3. The stock exchange requires the securities registration and settlement institution to provide the relevant data and materials in order to perform its functions according to law; or
4. The people's court, the people's procuratorate, the public security organ or the CSRC inquires or obtains evidences in the light of statutory conditions and procedures.
A securities registration and settlement institution shall take effective measures to facilitate the securities holders' inquiry about the holding records of their own securities.
Article 15 A securities registration and settlement institution shall make public its business operational rules, and the main charging items and rates related to the securities registration and settlement.
If a securities registration and settlement institution formulates or revises its business operational rules, adjusts the main charging items or rates related to the securities registration and settlement, it shall solicit the opinions of the relevant market participants.
Article 16 The staff members of securities registration and settlement institutions shall be dedicated to their posts, deal with affairs according to law, and shall not seek for unjustifiable interests by taking advantage of their posts or divulge the business secrets of relevant entities or individuals they have known.
If a securities registration and settlement institution violates the Securities Law or these Measures, the CSRC shall give it an administrative punishment; and the principal and other persons who are directly responsible for shall be subject to administrative punishments.
Chapter III Management of Securities Accounts
Article 17 An investor shall hold the securities through his securities accounts, and the securities accounts shall be used for recording the balance of securities held by the investor as well as the information on the change of securities.
Article 18 The securities shall be recorded in the securities accounts of the securities holders themselves, however, if any of the laws, administrative regulations or the CSRC prescribe that the securities may be recorded in the securities accounts of a nominal holder, such provisions shall prevail.
In order to perform their duties according to law, a securities registration and settlement institution may require a nominal holder to provide the relevant materials about the owners of securities rights and interests under its name.
Article 19 An investor shall submit an application to a securities registration and settlement institution to open a securities account.
Applying for opening a securities account, an investor shall ensure that the materials he/it submits for opening the account are true, accurate and integral.
Article 20 A securities registration and settlement institution may directly open securities accounts for investors, or may entrust securities companies to do so.
A securities registration and settlement institution shall follow the principles of facilitating investors and optimizing the allocation of account resources when opening securities accounts for investors.
Article 21 Where a securities company opens a securities account on commission, it shall apply to a securities registration and settlement institution for the acting qualification for opening accounts.
When opening securities accounts on commission, a securities company shall examine the authenticity, accuracy and integrity of the originals of valid identity cards and other account opening materials provided by the investors in the light of the business operational rules of the securities registration and settlement institution, and the relevant account opening materials shall be properly kept for not less than 20 years.
Article 22 The investor may not provide his/its securities account to any other person to use.
Article 23 According to the business operational rules, a securities registration and settlement institution shall supervise over the opening of securities accounts by the acting account opening institutions.
......