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Order of China Securities Regulatory Commission
No. 29
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
April 7, 2006
Administrative Measures for the Securities Registration and Settlement
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. If the acting account-opening institution violates the business
operational rules, the securities registration and settlement institution may suspend or cancel its acting qualification for opening
accounts in the light of the business operational rules, and ask the CSRC to suspend or cancel its relevant licensed securities business
in accordance with the relevant provisions; and the principal and other persons held to be directly responsible shall singly or concurrently
be subject to warning, fine, revocation of practicing qualifications or securities practicing qualifications, etc.
Article 24
A securities company shall keep informed of the materials and the credit status of its clients, and supervise over the use of securities
accounts of its clients. If a securities company finds that any of its clients commits any illegal act during the course of using
the securities account, it shall handle it in the light of the business operational rules of the securities registration and settlement
institution, and timely report it to the securities registration and settlement institution and the stock exchange. If any legal
person establishes a securities account in any other’s name or makes use of the securities account of any other’s for purchasing
and selling of securities, the securities company shall also report it to the CSRC, which shall punish it in accordance with law.
Article 25
If an investor commits the illegal act during the period of opening or using a securities account, the securities registration and
settlement institution shall, according to law, take measures to limit the use of or write off the illegal securities account, etc.
Chapter IV Securities Registration
Article 26
An issuer of listed securities shall entrust a securities registration and settlement institution to deal with the registration of
the securities it has issued.
A securities registration and settlement institution shall reach a securities registration and service agreement with the securities
issuer that entrusts it to deal with the securities registration business and specify the rights and obligations of both parties.
A securities registration and settlement institution shall formulate and publish the model texts of securities registration and service
agreements.
A securities registration and settlement institution may deal with the registration of listed governmental bonds according to the
requirements of the competent department for government bonds.
Article 27
In accordance with the records of securities accounts, a securities registration and settlement institution shall confirm the facts
of the securities holders’ holding the securities, and implement the registration of the roster of securities holders.
Article 28
After the public issuance of securities, a securities issuer shall submit the roster of securities issuers that have issued the securities
and other relevant materials to the securities registration and settlement institution. The securities registration and settlement
institution shall deal with the initial registration of the roster of securities issuers based thereon.
A securities issuer shall guarantee the legality, truthfulness, accuracy and integrity of the materials it submits. A securities registration
and settlement institution shall not be responsible for the losses and legal consequences incurred from the mistakes in the roster
of securities issuers or other relevant materials made by the securities issuers.
Article 29
Where the securities are listed and traded in a stock exchange, the securities registration and settlement institution shall deal
with the alteration registration of the roster of securities issuers according to the delivery results of the securities transactions.
If the securities are transferred by way of agreement-based transfer, inheritance, compulsory enforcement or administrative appropriation,
the securities registration and settlement institution shall alter the balance of the relevant securities account in the light of
its business operational rules, and deal with the corresponding alteration registration of the roster of securities issuers.
If the securities are mortgaged, locked or frozen and thus the rights of the owner thereof are limited, the securities registration
and settlement institution shall indicate it on the roster of securities holder.
Article 30
A securities registration and settlement institution shall guarantee the truthfulness, accuracy and integrity of the roster of securities
holders and the transfer registration records, and shall not disguise, forge or destroy any of them.
Article 31
In the light of its business operational rules and the agreements, a securities registration and settlement institution shall regularly
circulate the roster of securities holders and other relevant materials to the securities issuers.
Article 32
If a securities issuer applies for providing the distribution of rights and interests and other agency services, it shall submit
the relevant materials and pay the money to the securities registration and settlement institution in the light of the business operational
rules and the agreement.
If a securities issuer fails to perform the aforesaid obligation in time, the securities registration and settlement institution has
the right to delay or refuse the handling thereof, and the securities issuer shall issue an announcement and explain the relevant
conditions in time.
Article 33
If a securities issuer or its liquidation group terminates the securities registration or other relevant service agreement, the securities
registration and settlement institution shall provide it with the roster of securities holders and other registration materials according
to law.
Chapter V Custody and Depository of Securities
Article 34
An investor shall entrust a securities company with the custody of its securities, and the securities company shall keep its own
securities and the securities of its clients under its custody at a securities registration and settlement institution, except for
being otherwise prescribed by the laws, administrative regulations or the CSRC.
Article 35
A securities registration and settlement institution shall set up general ledgers for the securities of the securities companies’
clients and general ledgers for its own securities for the statistics of the securities of the securities companies’ clients and
its own securities.
A securities company shall entrust a securities registration and settlement institution to maintain for its clients’ securities account
and its own securities account, except for being otherwise prescribed by the laws, administrative regulations or the CSRC.
Article 36
When buying or selling securities, an investor shall conclude a securities trading, trusteeship and settlement agreement with a securities
company.
A securities registration and settlement institution shall formulate and publish the necessary Articles of the securities registration
and settlement in the securities trading, custody and settlement agreement. The necessary Articles shall include but not be limited
to the contents as follows:
(1)
The securities company shall submit an application for the trading of securities upon the strength of the entrustment of its client
and in the light of the securities trading rules, complete the delivery of securities and capital with its client according to the
transaction results, and assume the corresponding obligations of delivery; while the client shall allow the securities company to
entrust a securities registration and settlement institution to deal with the securities delivery between its/his securities account
and the securities delivery account of the securities company after concentrated transactions;
(2)
If a pledge-type repurchase transaction is implemented, the investor and the securities company shall submit the pledged coupons for
repurchase to the securities registration and settlement institution in the light of the business operational rules. The relationship
of credits and debts between the investor and the securities company shall not affect the securities registration and settlement
institution, which, in the light of the business operational rules, carries out its right to the pledged coupons as submitted by
the securities company; and
(3)
The securities company may entrust the securities registration and settlement institution to transfer the net bought-in securities
into its securities disposal account when a client defaults in the delivery of capital, and require the client to make up the capital
within the stipulated time limit. The securities company may refuse to transfer the capital equivalent to the amount of defaulted
securities to the client temporarily when a client defaults in the delivery of securities.
Article 37
A securities company shall report the matters concerning the establishment, alteration and termination of securities custody relationships
with its clients to the securities registration and settlement institution.
The aforesaid matters shall be recorded down by the securities registration and settlement institution.
Article 38
If a client requires the securities company to transfer its/his securities to an other securities company for custody, the relevant
securities company shall handle it according to the relevant business operational rules of the stock exchange and the securities
registration and clearing institution, and shall not refuse to do so except for being otherwise prescribed by laws, administrative
regulations or the CSRC.
Article 39
A securities company shall take effective measures to ensure the safety of the securities under custody, and shall not misappropriate
or sell the aforesaid securities without authorization.
A securities registration and clearing institution shall take effective measures to ensure the safety of the securities it keeps,
and shall not misappropriate or sell the aforesaid securities without authorization.
Article 40
The pledge, lock-up, freeze or deduction of securities shall be managed by the securities company, which entrusts the custody of
the securities and the securities registration and settlement institution in the light of the relevant provisions as set down by
the securities registration and settlement institution.
Chapter VI Liquidation and Delivery of Securities and Capital
Article 41
To participate in the centralized liquidation and delivery of securities and capital, a securities company shall apply to the securities
registration and settlement institution for obtaining the qualification of a settlement participant, conclude a settlement agreement
with the securities registration and settlement institution and specify the obligations and obligations of both parties.
If the securities company has not obtained the qualification of a settlement participant, it shall conclude an entrusted settlement
agreement with a settlement participant so as to entrust the settlement participant for the centralized liquidation and delivery
of securities and capital on its behalf.
The model texts of the settlement agreement and the entrusted settlement agreement shall be formulated and published by the securities
registration and settlement institution.
Article 42
A securities registration and settlement institution shall choose a qualified commercial bank as the settlement bank for dealing
with the capital transfer.
The conditions for settlement banks shall be prescribed by the securities registration and settlement institution.
Article 43
The settlement of securities and capital shall be governed by the principle of graded settlement. The securities registration and
settlement institution shall take charge of dealing with the centralized liquidation and delivery between itself and the settlement
participants; and the settlement participants shall be responsible for handling the centralized liquidation and delivery between
themselves and their own clients.
Article 44
A securities registration and clearing institution shall establish an account of centralized securities delivery and an account of
centralized capital delivery so as to deal with the centralized liquidation and delivery between itself and the settlement participants.
In accordance with the rules as set down by the securities registration and settlement institution, a settlement participant shall
apply for opening an account of centralized securities delivery and an account of centralized capital delivery so as to deal with
the delivery of securities and capital. A settlement participant engaging in the self-management business and the brokerage business
simultaneously shall apply for opening an account of self-management securities and capital delivery and an account of the clients’
securities and capital delivery separately for dealing with the self-management securities and capital delivery and the securities
and capital delivery for the brokerage business.
Article 45
If a securities registration and settlement institution adopts the method of multi-lateral netting settlement, it shall act as a
central counter party (CCP) of the settlement participants in accordance with the business operational rules, and deal with the liquidation
and delivery by taking a settlement participant as a settlement unit in the light of the principle of delivery versus payment (DVP).
Article 46
The settlement agreement concluded by a securities registration and settlement institution and the settlement participant in the
multi-lateral netting settlement shall include:
(1)
As to a securities exchange contract for which the settlement participant takes charge of settlement, the right of both settlement
participants to the aforesaid contract to collect the securities or capital from the opposite party and the obligation of the aforesaid
opposite party to pay the capital or securities shall be both transferred to the securities registration and settlement institution;
and
(2)
The securities registration and settlement institution shall enjoy the right and perform the obligation of both settlement participants
to the original contract to the opposite party after accepting the right and obligation prescribed in the preceding paragraph.
Article 47
When a securities registration and settlement institution implements multi-lateral netting liquidation, it shall compute the net
amounts receivable and payable according to the netting of the securities and capital of the settlement participants, and notify
the liquidation results to the settlement participants upon conclusion of the liquidation in time.
If a securities registration and settlement institution adopts the other settlement method, it shall implement the liquidation in
accordance with the relevant business operational rules.
Article 48
Before conducting a centralized delivery, a settlement participant shall collect the securities and capital payable from its clients,
and shall retain sufficient securities and capital in its securities delivery account and its capital delivery account.
The securities transfer between a settlement participant and its clients shall be dealt with by a securities registration and settlement
institution on commission.
Article 49
In the period of a centralized delivery, a securities registration and settlement institution shall collect the capital and securities
payable from the settlement participants at the time of delivery, and shall deliver the securities and capital receivable at the
same time. The delivery may not be revoked after being completed.
If a settlement participant has not sufficiently performed the obligation of securities or capital delivery, it cannot obtain the
corresponding capital or securities.
With respect to a settlement participant which engages in the self-management business and the brokerage business or asset management
business simultaneously, the securities registration and settlement institution can use the capital in the self-management capital
delivery account of the aforesaid settlement participant to complete the delivery if the capital in its client’ capital delivery
account is not sufficient.
Article 50
A settlement participant shall deliver the securities and capital receivable to its clients after conducting a centralized delivery.
The securities transfer between a settlement participant and its clients shall be dealt with by a securities registration and settlement
institution on commission.
Article 51
A securities registration and settlement institution shall, in the settlement business operational rules, separately prescribe the
time limits for the centralized delivery of securities and capital between the settlement participants and itself as well as the
centralized delivery of securities and capital between a settlement participant and its clients.
A settlement participant shall accomplish the work of delivering the securities and capital within the prescribed time limit for delivery.
Article 52
Where the liquidation results are wrong because of the securities registration and settlement institution, the settlement participant
may require the securities registration and settlement institution to make corrections after performing the obligation of delivery,
and assume the direct losses it has suffered.
Chapter VII Risk Prevention and Handling of Delivery Default
Section I Risk Prevention and Control Measures
Article 53
A securities registration and settlement institution shall take the measures as follows so as to strengthen the risk prevention and
control of the securities registration and settlement business:
(1)
Constituting perfect risk prevention rules and internal control rules;
(2)
Establishing a perfect technical system, and formulating technical standards and criteria that shall be observed by all settlement
participants;
(3)
Establishing perfect entrance standards and risk evaluation system for the settlement participants and the settlement banks; and
(4)
Making backups for the settlement data and the technical system, and formulating business-related emergency dealing with procedures
and operational procedures.
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the People’s Bank of China, the Ministry of Information Industry
Guiding Opinions of the People’s Bank of China and the Ministry of Information Industry on the Pooling of Enterprise and Individual
Credit Information as Shared by the Commercial Banks and Telecommunications Enterprises
No. 112 [2006] of the People’s Bank of China
Shanghai Headquarter of the People’s Bank, all the branches, business management departments, central sub-branches in provincial capitals
and central sub-branches in cities at the deputy-provincial level of the People’s Bank, all the state-owned commercial banks and
joint stock commercial banks; the administrative bureaus for communications of all provinces, autonomous regions and municipalities
directly under the Central Government, as well as China Telecommunications Corporation, China Network Communications Corporation,
China Mobile Communications Corporation, China United Telecommunications Corporation, China Satellite Communications Corporation
and China Tietong Communications Corporation:
With a view to fulfilling the requirements of the 16th National Congress of the CPC for “perfecting the social credit system in the
modern market economy”, carrying out the task of “promoting the inter-department pooling and integration of information resources
and promoting the inter-department coordination of government affairs” as arranged by the state leading group of computerized processing,
accelerating the construction of the enterprise and individual credit information system, promoting the business development of banks
and telecommunications enterprises and advancing the social credit level, the People’s Bank of China and the Ministry of Information
Industry have offered the following guidance for the relevant issues regarding the pooling of enterprise and individual credit information
by commercial banks and telecommunications enterprises. Please carry out them accordingly.
I.
Making plans in an overall manner and carrying out them in a step-by-step manner. The information pooling is a kind of complicated
systematic project, so the principles of “Solving easier problems first and difficult ones later so as to promote the development
step by step” shall be followed. We may start from the pooling of information on the telecommunication fees as defaulted by enterprises
and individuals and then gradually enlarge the scope of information pooling, bring into play the function of the credit investigation
system of accumulating credit wealth for enterprises and individuals. We may also make a pilot in some provinces and municipalities
with comparatively high degree of computerized processing, and, based on the summarized experience, generalize it throughout the
whole country.
II.
Making close collaboration and intensifying coordination. The workload of information pooling is large, and the work involves the
regional branches and sub-branches of the People’s Bank, the Ministry of Information Industry, commercial banks and telecommunications
enterprises as well as different departments within specific entities. Therefore, the relevant departments and principals of Shanghai
Headquarter, all the branches and sub-branches of the People’s Bank as well as the administrative bureaus for communication of all
provinces, autonomous regions, and municipalities directly under the Central Government shall pay great attention to, bring into
full play their role of organization and coordination, actively take part in the work of piloting, and, based on broad investigation
and researches as well as taking into consideration the opinions of all the parties concerned, formulate detailed piloting plans
and report them to the People’s Bank of China and the Ministry of Information Industry for archival filing before implementation.
III.
Protecting the legitimate rights and interests of users and utilizing the enterprise and individual credit information according to
laws. The functionaries of all commercial banks and telecommunications enterprises shall accord with the relevant laws, bear the
relevant obligations of confidentiality for commercial secrets and individual privacy as accessible and shall not violate the relevant
provisions by unlawfully applying any enterprise or individual credit information.
IV.
The commercial banks and telecommunications enterprises shall share the information through the basic database of enterprise and individual
credit information, which is a nationwide centralized and uniform platform for the credit information pooling as built up by the
commercial banks under the organization of the People’s Bank of China and is a key infrastructure project to build up the enterprise
and individual credit investigation system.
Shanghai Headquarter of the People’s Bank of China, all the branches, business management departments, central sub-branches in provincial
capitals and central sub-branches in cities at the deputy-provincial level of the People’s Bank of China shall forward the present
guiding opinions to all urban commercial banks, rural commercial banks, rural cooperative banks, urban credit cooperatives and rural
credit cooperatives within their respective jurisdictions.
The People’s Bank of China
The Ministry of Information Industry of the People’s Republic of China
April 7, 2006
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