Administrative Measures for Securities Registration and Settlement (Revised in 2009)
Administrative Measures for Securities Registration and Settlement (Revised in 2009)
Administrative Measures for Securities Registration and Settlement (Revised in 2009)
Order of the China Securities Regulatory Commission No. 65
November 20, 2009
Chapter I General Provisions
Article 1 These Measures are formulated in accordance with the Securities Law, the Company Law of the People's Republic of China and other laws and administrative regulations for the purposes of regulating the securities registration and settlement activities, protecting the lawful rights and interests of investors, maintaining the securities registration and settlement order, guarding against securities registration and settlement risks and safeguarding the safe and efficient operation of the securities market.
Article 2 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 exchange shall be governed by these Measures.
The registration and settlement business related to the non-listed securities shall be governed by these Measures by analogy.
Where there are other legal provisions or administrative regulations of the China Securities Regulatory Commission (hereinafter referred to as CSRC) about registration and settlement business of foreign capital stock listed in China, such provisions shall prevail.
Article 3 The principles of openness, fairness, equity, safety and efficiency shall be observed in all securities registration and settlement activities.
Article 4 Securities registration and settlement institutions are non-profit making legal persons that provide centralized registration, depositories and settlement services for the securities trade.
The securities registration and settlement business shall be governed by the method of nationally centralized and unified operations, and be subject to the centralized and unified processes of securities registration and settlement institutions.
Securities registration and settlement institutions shall be subject to industrial self-discipline management.
Article 5 The securities registration and settlement activities shall be governed by the laws, administrative regulations, the provisions of the CSRC and the legally established business operational rules formulated by the securities registration and settlement institutions.
Article 6 The CSRC shall carry out the supervision and administration of securities registration and settlement institutions as well as securities registration and settlement activities.
Chapter II Securities Registration and Settlement Institutions
Article 7 The establishment and dissolution of securities registration and settlement institutions shall be subject to the authorization of the CSRC.
Article 8 A securities registration and settlement institution shall perform the following functions:
1. the establishment and management of securities accounts and settlement accounts;
2. the keeping and transfer of securities;
3. the registration of a securities holders' roster as well as the registration of securities holders' rights and interests;
4. the liquidation and delivery of securities and capital and the relevant management;
5. the distribution of securities rights and interests where entrusted by securities issuers.
6. the provision of inquiry, information, consultancy and training services relating to the securities registration and settlement business; and
7. other business as approved by the CSRC.
Article 9 A securities registration and settlement institution shall not carry out any of the following activities:
1. making any investment which is irrelevant to the securities registration and settlement business;
2. purchasing real estate for use by other than the said institution;
3. purchasing or selling securities not under Article 65 or 66 of these Measures; or
4. carrying out any other activity as prohibited by any law, administrative regulation 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. important issues of international cooperation and communication or important affairs related to Hong Kong, Macao or Taiwan;
3. the formulation or adjustment of main chargeable items or rates related to 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. any other matter that shall be reported to the CSRC for approval.
The "business operational rules" as mentioned in the Item 1. of the preceding paragraph refer to rules relevant to securities registration and settlement business, such as the management of securities accounts, securities registration, securities custody and keeping, securities settlement and management of settlement participants of the securities registration and settlement institutions.
Article 11 The following securities registration and settlement institution's documents and matters shall be reported to the CSRC:
1. the detailed business operation procedural rules;
2. the formulation or alteration of 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 involvement in significant lawsuits;
6. the appointment or removal of the general manager of any branch offices, 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 for 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 accountancy 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. any other matter or document that shall be reported to the CSRC.
Article 12 A securities registration and settlement institution shall retain the original vouchers as well as the relevant documents and materials concerning registration, keeping and settlements for at least 20 years.
Article 13 A securities registration and settlement institution is exclusively responsible for the management of the data and materials it formulates for the securities registration and settlement business. Without the consent of the securities registration and settlement institution, no organization or individual may use the data and materials under its exclusive management for any commercial purpose.
Article 14 A securities registration and settlement institution and its staff members must keep the data and materials related to the securities registration and settlement business confidential.
A securities registration and settlement institution shall refuse the inquiry of any of the data and materials related to the securities registration and settlement, unless it is under any of the following circumstances:
1. A securities holder inquires about his or its own securities materials;
2. A securities issuer inquires about the roster of securities holders and the relevant materials;
3. A stock exchange or the China Financial Futures Exchange requires the securities registration and settlement institution to provide the relevant data and materials for the purpose of performing its functions; or
4. The People's Court, the People's Procuratorate, the Public Security Bureau or the CSRC carries out inquires or obtain evidence according to statutory conditions and procedures.
A securities registration and settlement institution shall take effective measures to facilitate securities holders' consultation of their own securities holding records.
Article 15 A securities registration and settlement institution shall publish its business operational rules, as well as the main chargeable items and rates related to the securities registration and settlement.
If a securities registration and settlement institution formulates or revises its business operational rules, main chargeable 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, handle affairs according to law, not seek unjustifiable interest by taking advantage of their posts or divulge the business secrets of the relevant entities or individuals to which they have access.
If a securities registration and settlement institution violates the Securities Law or these Measures, the CSRC shall impose on it an administrative sanction; and the principal and other persons held to be directly responsible shall be subject to administrative sanctions.
Chapter III Management of Securities Accounts
Article 17 An investor shall hold securities via his securities accounts, and the securities accounts shall be used to record the balance of securities held by the investor as well as information on the change of securities.
Article 18 Although the securities shall be recorded in the securities accounts of the securities holders themselves, if any of the laws, administrative regulations or the CSRC prescribes that the securities should be recorded in the securities accounts of a nominal holder, such provisions shall prevail.
For the purpose of performing functions, a securities registration and settlement institution may require a nominal holder to provide the relevant material about the owners of securities rights and interests under its name.
Article 19 To open a securities account, an investor shall file an application with a securities registration and settlement institution.
For the purpose of the preceding Paragraph, 'investor' shall refer to a Chinese citizen, legal person, partnership enterprise or any other investor provided for by laws, administrative regulations and rules of the China Securities Regulatory Commission.
To apply to open a securities account, an investor shall ensure that the materials submitted are true, accurate and complete.
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, when opening securities accounts for investors, follow the principles of facilitating investment and optimizing the allocation of account resources.
Article 21 To open a securities account on commission, a securities company shall apply to a securities registration and settlement institution for permission to open accounts.
A securities company shall, when opening securities accounts on commission, examine the authenticity, accuracy and integrity of the original valid identity cards and other account opening materials provided by the investors according to the business operational rules of the securities registration and settlement institution, and shall retain the relevant account opening materials for at least 20 years.
Article 22 No investor may allow his/its securities account to be used by any other persons.
Article 23 A securities registration and settlement institution shall, according to the business operational rules, supervise the opening of securities accounts by those acting as account opening institutions.
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