ADMINISTRATIVE MEASURES FOR THE SECURITIES REGISTRATION AND SETTLEMENT
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 Chairman of China Securities Regulatory Commission, Shang Fulin April 7, 2006 Administrative Measures for the Securities Registration and Settlement Article 1 In order to regulate the securities registration and settlement activities, protect the lawful rights and interests of investors, Article 2 These Measures shall be applied to the registration and settlement of stocks, bonds, shares of securities investment funds, as well 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 Article 3 The principles of openness, fairness, equity, safety and efficiency shall be followed in the securities registration and settlement Article 4 Securities registration and settlement institutions are non-profitable legal persons that provide centralized registration, depository The securities registration and settlement business shall be governed by the method of nationally centralized and unified operations, 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 Article 6 The CSRC shall supervise and administer the securities registration and settlement institutions as well as securities registration 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 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 (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; (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 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 (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 (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 (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, (9) The main business cooperation agreements reached with stock exchanges, and the sample formats of various business agreements reached (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 Article 13 A securities registration and settlement institution shall manage the data and materials exclusively, which formulates for the securities Article 14 A securities registration and settlement institution and its staff members shall keep confidential the data and materials related A securities registration and settlement institution shall refuse the inquiry of the data and materials related to the securities (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 (4) The people’s court, the people’s procuratorate, the public security organ or the CSRC inquires or obtains evidences in the light of A securities registration and settlement institution shall take effective measures to facilitate the securities holders’ inquiry about Article 15 A securities registration and settlement institution shall make public its business operational rules, and the main charging items If a securities registration and settlement institution formulates or revises its business operational rules, adjusts the main charging Article 16 The staff members of securities registration and settlement institutions shall be dedicated to their posts, deal with affairs according If a securities registration and settlement institution violates the Securities Law or these Measures, the CSRC shall give it an administrative 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 Article 18 The securities shall be recorded in the securities accounts of the securities holders themselves, however, if any of the laws, administrative In order to perform their duties according to law, a securities registration and settlement institution may require a nominal holder 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, Article 20 A securities registration and settlement institution may directly open securities accounts for investors, or may entrust securities A securities registration and settlement institution shall follow the principles of facilitating investors and optimizing the allocation Article 21 Where a securities company opens a securities account on commission, it shall apply to a securities registration and settlement institution When opening securities accounts on commission, a securities company shall examine the authenticity, accuracy and integrity of the 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 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 Article 25 If an investor commits the illegal act during the period of opening or using a securities account, the securities registration and 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 A securities registration and settlement institution shall reach a securities registration and service agreement with the securities A securities registration and settlement institution shall formulate and publish the model texts of securities registration and service A securities registration and settlement institution may deal with the registration of listed governmental bonds according to the Article 27 In accordance with the records of securities accounts, a securities registration and settlement institution shall confirm the facts Article 28 After the public issuance of securities, a securities issuer shall submit the roster of securities issuers that have issued the securities A securities issuer shall guarantee the legality, truthfulness, accuracy and integrity of the materials it submits. A securities registration Article 29 Where the securities are listed and traded in a stock exchange, the securities registration and settlement institution shall deal If the securities are transferred by way of agreement-based transfer, inheritance, compulsory enforcement or administrative appropriation, If the securities are mortgaged, locked or frozen and thus the rights of the owner thereof are limited, the securities registration Article 30 A securities registration and settlement institution shall guarantee the truthfulness, accuracy and integrity of the roster of securities Article 31 In the light of its business operational rules and the agreements, a securities registration and settlement institution shall regularly Article 32 If a securities issuer applies for providing the distribution of rights and interests and other agency services, it shall submit If a securities issuer fails to perform the aforesaid obligation in time, the securities registration and settlement institution has Article 33 If a securities issuer or its liquidation group terminates the securities registration or other relevant service agreement, the securities 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 Article 35 A securities registration and settlement institution shall set up general ledgers for the securities of the securities companies’ A securities company shall entrust a securities registration and settlement institution to maintain for its clients’ securities account Article 36 When buying or selling securities, an investor shall conclude a securities trading, trusteeship and settlement agreement with a securities A securities registration and settlement institution shall formulate and publish the necessary Articles of the securities registration (1) The securities company shall submit an application for the trading of securities upon the strength of the entrustment of its client (2) If a pledge-type repurchase transaction is implemented, the investor and the securities company shall submit the pledged coupons for (3) The securities company may entrust the securities registration and settlement institution to transfer the net bought-in securities Article 37 A securities company shall report the matters concerning the establishment, alteration and termination of securities custody relationships 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 Article 39 A securities company shall take effective measures to ensure the safety of the securities under custody, and shall not misappropriate A securities registration and clearing institution shall take effective measures to ensure the safety of the securities it keeps, Article 40 The pledge, lock-up, freeze or deduction of securities shall be managed by the securities company, which entrusts the custody of 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 If the securities company has not obtained the qualification of a settlement participant, it shall conclude an entrusted settlement The model texts of the settlement agreement and the entrusted settlement agreement shall be formulated and published by the securities Article 42 A securities registration and settlement institution shall choose a qualified commercial bank as the settlement bank for dealing 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 Article 44 A securities registration and clearing institution shall establish an account of centralized securities delivery and an account of In accordance with the rules as set down by the securities registration and settlement institution, a settlement participant shall Article 45 If a securities registration and settlement institution adopts the method of multi-lateral netting settlement, it shall act as a Article 46 The settlement agreement concluded by a securities registration and settlement institution and the settlement participant in the (1) As to a securities exchange contract for which the settlement participant takes charge of settlement, the right of both settlement (2) The securities registration and settlement institution shall enjoy the right and perform the obligation of both settlement participants Article 47 When a securities registration and settlement institution implements multi-lateral netting liquidation, it shall compute the net If a securities registration and settlement institution adopts the other settlement method, it shall implement the liquidation in Article 48 Before conducting a centralized delivery, a settlement participant shall collect the securities and capital payable from its clients, The securities transfer between a settlement participant and its clients shall be dealt with by a securities registration and settlement Article 49 In the period of a centralized delivery, a securities registration and settlement institution shall collect the capital and securities If a settlement participant has not sufficiently performed the obligation of securities or capital delivery, it cannot obtain the With respect to a settlement participant which engages in the self-management business and the brokerage business or asset management 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 Article 51 A securities registration and settlement institution shall, in the settlement business operational rules, separately prescribe the 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 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 (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 (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
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