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Interim Measures for the Supervision and Administration of Integrity in the Securities and Futures Market
Release Time：2019-04-25
Interim Measures for the Supervision and Administration of Integrity in the Securities and Futures Market
Chapter 1 General
Article 1 In order to strengthen the integrity of the securities and futures markets, protect the legitimate rights and interests of investors, maintain the order of the securities and futures markets, and promote the healthy and stable development of the securities and futures markets, these Measures are formulated in accordance with relevant laws and administrative regulations.
Article 2 The China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) shall establish a unified national securities and futures market integrity file database (hereinafter referred to as the integrity file) to record integrity information in the securities and futures market.
Article 3 These Measures are applicable to the definition, collection and management of integrity information recorded in integrity files, the disclosure and inquiry of integrity information, integrity constraints, incentives and guidance, etc.
Article 4 Citizens (natural persons), legal persons or other organizations engaged in securities and futures market activities shall be honest and credible, abide by laws, administrative regulations, rules and self-discipline rules established in accordance with the law, and prohibit fraud, insider trading, market manipulation and other damage to investors’ lawfulness Dishonest and credible behavior of rights.
Article 5 The China Securities Regulatory Commission encourages and supports honest citizens, legal persons or other organizations to engage in securities and futures market activities, and implements integrity restraints, incentives and guidance.
Article 6 The China Securities Regulatory Commission may establish integrity supervision cooperation mechanisms with other departments of the State Council, local governments, judicial organs, and industry organizations, implement integrity information sharing, and promote a sound social credit system.
Chapter II Collection of Integrity Information
Article 7 The integrity information of the following citizens, legal persons or other organizations engaged in securities and futures market activities shall be recorded in the integrity files:
(1) Practitioners in the securities industry and futures industry;
(2) Issuers, listed companies and their directors, supervisors, senior managers, major shareholders and actual controllers;
(3) Securities companies, fund management companies, futures companies and their directors, supervisors, senior managers, major shareholders and actual controllers;
(4) Accounting firms, law firms, sponsor agencies, financial advisory agencies, asset appraisal agencies, investment consulting agencies, credit rating agencies and other securities and futures service agencies and their employees;
(5) Independent fund sales agencies, fund evaluation agencies and their relevant business personnel, non-public fund managers, qualified foreign institutional investors, qualified domestic institutional investors and their main investment management personnel, representative offices of overseas securities institutions in China And its chief representative;
(6) Suppliers that provide information technology services or software and hardware products for the securities and futures industry;
(7) Service institutions and their personnel that provide investor relations management and other public relations services to issuers and listed companies;
(8) Other citizens, legal persons or other organizations that have illegal and untrustworthy conduct related to securities and futures market activities.
Article 8 The credit information referred to in these Measures includes:
(1) Citizen’s name, gender, nationality, ID number, legal person or other organization’s name, domicile, organization code and other basic information;
(2) China Securities Regulatory Commission, other competent departments of the State Council and other units at the provincial and ministerial level and above, and national securities and futures market industry organizations such as securities and futures exchanges, securities and futures market industry associations, and securities registration and settlement institutions (hereinafter referred to as securities and futures market industry) Organization) commendations, awards, evaluations, and credit ratings made by credit rating agencies;
(3) Administrative licensing decisions made by the China Securities Regulatory Commission and its dispatched offices;
(4) Issuers, listed companies and their major shareholders, actual controllers, directors, supervisors and senior managers, parties to major asset restructuring transactions, and public commitments made by the purchaser that have not been fulfilled or have not been fulfilled as scheduled, are being fulfilled, Has been performed as scheduled, etc.;
(5) Administrative penalties, market ban decisions made by the China Securities Regulatory Commission and its dispatched agencies, and supervision and management measures adopted;
(6) Disciplinary measures implemented by the securities and futures market industry organizations and management measures prescribed by laws, administrative regulations and rules;
(7) Being investigated by the China Securities Regulatory Commission and its dispatched agencies and taking compulsory measures for suspected violations of securities and futures laws;
(8) Being transferred by the China Securities Regulatory Commission and its dispatched agency to the public security organ or the People's Procuratorate for handling suspected securities and futures crimes;
(9) Being sentenced to criminal punishment by the people's court for securities and futures crimes or other crimes;
(10) The people's court has decided to bear greater civil liability for compensation due to securities and futures infringement or breach of contract;
(11) Administrative penalties are imposed by relevant competent authorities such as banking, insurance, finance, taxation, environmental protection, industry and commerce, customs, etc. for illegal business activities;
(12) Other behavioral information that violates the principle of good faith.
Article 9 Citizens, legal persons or other organizations listed in Article 7 of these Measures shall report to the China Securities Regulatory Commission and its dispatched agencies the information on commendations, awards, evaluations and credit ratings received by them, and record them in the integrity files.
Article 10 The integrity information of items (1), (3) to (8) of Article 8 of these Measures shall be collected and recorded by the China Securities Regulatory Commission, its dispatched agencies, and securities and futures market organizations in accordance with their duties. file.
Article 11 The integrity information from items (9) to (11) of Article 8 of these Measures shall be collected and recorded in the integrity files by the China Securities Regulatory Commission and its dispatched agencies through government information disclosure and credit information sharing.
Article 12 If the decision or behavior corresponding to the integrity information recorded in the integrity file is revoked or changed by legal procedures, the China Securities Regulatory Commission and its dispatched offices will delete or modify the integrity information accordingly.
Article 13 The validity period of the illegal and untrustworthy information stipulated in Article 8 of these Measures in the integrity file is 5 years, but the validity period of the illegal information that is subject to administrative penalties, market bans, or criminal penalties due to securities and futures violations 10 years.
The time limit specified in the preceding paragraph shall be calculated from the date when the decision to deal with the illegal and untrustworthy conduct is made, and for those who are subject to administrative penalties, market bans, or criminal penalties, they shall be calculated from the day when the punishment is completed or the ban period expires.
Chapter III Disclosure and Inquiry of Integrity Information
Article 14 The information in items (2), (3), (4), and (6) of Article 8 of these Measures and the administrative penalties and market prohibition information in Item (5) shall be disclosed to the public in accordance with the law.
Article 15 Citizens, legal persons or other organizations may apply to the China Securities Regulatory Commission and its dispatched offices for inquiries regarding integrity information other than those specified in Article 14 of these Measures.
Article 16 If a citizen, legal person or other organization submits an application for inquiries on honesty information and meets one of the following conditions, the CSRC and its dispatched office shall handle it:
(1) Citizens, legal persons or other organizations apply to inquire about their own integrity information;
(2) The issuer or listed company applies to inquire about the integrity information of the proposed directors, supervisors, and senior managers;
(3) Issuers or listed companies apply to inquire about the integrity information of citizens, legal persons or other organizations that intend to participate in the company's merger or reorganization;
(4) The issuer or listed company applies to inquire about the trustworthiness information of the securities company, securities service institution and related practitioners to be entrusted;
(5) Securities companies and securities service institutions apply to inquire about the integrity information of issuers, listed companies and their directors, supervisors, senior managers, controlling shareholders and actual controllers that they provide professional services;
(6) Securities companies, fund management companies, futures companies, or securities and futures service institutions apply to inquire about the integrity information of directors, supervisors, senior managers or other practitioners that have been hired or planned to be hired;
(7) Other conditions required by the China Securities Regulatory Commission.
Article 17 Citizens, legal persons, or other organizations submitting applications for inquiries about integrity information shall provide the following materials:
(1) Query the application form;
(2) Identity certificate;
(3) To apply for inquiry from items (2) to (6) of Article 16 of these Measures, the inquiry application form shall be signed or sealed by the inquiry object, or there shall be other written consent documents of the inquiry object.
Article 18 If the inquiry application submitted by a citizen, legal person or other organization meets the conditions and the materials are complete, the China Securities Regulatory Commission and its dispatched office shall give feedback within 5 working days from the date of receiving the inquiry application.
Article 19 The integrity information that citizens, legal persons or other organizations apply for inquiries belongs to the state secrets. Where other citizens, legal persons or other organizations’ business secrets and personal privacy, the China Securities Regulatory Commission and its dispatched offices will not inquire, but they shall reply in the reply Description.
Article 20: Citizens, legal persons or other organizations recorded in the integrity files may report to the China Securities Regulatory Commission if they believe that their integrity information should be deleted or modified as specified in Article 12 of these Measures, or has other major and obvious errors. The meeting and its dispatched agency apply for correction.
After the China Securities Regulatory Commission and its dispatched agencies receive an application for information correction from a citizen, legal person or other organization, they shall process it within 15 working days and notify the applicant of the result of the processing. If there are indeed circumstances that should be deleted or modified as prescribed in Article 12 of these Measures, or other major and obvious errors, they shall be corrected.
Article 21: Citizens, legal persons, or other organizations that obtain integrity information through inquiries must not disclose or provide others to use, use, process or process for profit, and must not use it for other illegal purposes.
Chapter 4 Integrity Constraints, Incentives and Guidance
Article 22 The China Securities Regulatory Commission and its dispatched offices shall review the application for administrative license, and shall consult the integrity files of the applicant and the parties involved in the application.
Article 23 The China Securities Regulatory Commission and its dispatched offices have reviewed the administrative license application and found that the applicant and the relevant parties have the information on the unfulfilled or unfulfilled commitments in Item (4) of Article 8 of these Measures, or item (5) In case of illegal and untrustworthy information as specified in items (11), the applicant or the relevant agency entrusted by the applicant to provide securities and futures services for the administrative license application may provide oral or written explanations and explanations.
Article 24 Where written explanations and explanations are provided in accordance with Article 23 of these Measures, the applicant or the relevant securities and futures service institution shall submit a written reply within the prescribed time limit.
The written reply should explain the following matters:
(1) The basic information of the relevant facts involved in the integrity information;
(2) The implementation of the decision made by the applicant by the relevant department and other follow-up information, and provide supporting materials;
(3) The analysis of the relevant securities and futures service institutions on whether the integrity information affects the administrative licensing matters.
Article 25 If the written response of the applicant or the relevant securities and futures service institution is not clear, and the relevant analysis and explanation are insufficient, the China Securities Regulatory Commission and its dispatched office may directly or entrust the relevant institution to check the relevant matters.
Article 26 The time for written explanation, explanation or verification in accordance with Article 23, Article 24, and Article 25 of these Measures shall not be included in the statutory time limit for administrative license review.
Article 27 Applicants for administrative licenses and related parties involved in the application have information on unfulfilled or unfulfilled commitments in Item (4) of Article 8 of these Measures, or items (5) to (11) If one of the illegal and untrustworthy information specified in item) falls within the scope of statutory disapproval conditions, the China Securities Regulatory Commission and its dispatched offices shall make a decision to disapproval according to law.
Although the integrity information of the applicant and the relevant parties involved in the application does not fall within the scope of the statutory disapproval conditions, the relevant laws, administrative regulations and rules put forward the requirements of honesty and credibility on the statutory conditions of administrative licensing, make principled provisions or set authorization According to the provisions, the China Securities Regulatory Commission and its dispatched offices may comprehensively consider the integrity status and other relevant factors, and carefully review the administrative license application items submitted by the applicant.
Article 28. Applicants for non-administrative licensing matters and business innovation pilot projects have information on unfulfilled or unfulfilled commitments in item (4) of Article 8 of these Measures, or items (5) to (11) In the case of one of the prescribed illegal and untrustworthy information, the China Securities Regulatory Commission and its dispatched offices may suspend or disapprove the approval and arrangement, unless the applicant can prove that the illegal and untrustworthy information is obviously unrelated to non-administrative licensing matters or business innovations.
Article 29 In the non-administrative licensing approval and business innovation pilot arrangements, the China Securities Regulatory Commission and its dispatched offices may give priority to applicants with good integrity under the same conditions within the scope prescribed by laws and administrative regulations. arrangement.
Article 30 The China Securities Regulatory Commission and its dispatched agencies may consult the integrity files when imposing administrative penalties on citizens, legal persons or other organizations, imposing market bans, and adopting supervision and management measures, and comprehensively consider the nature, circumstances and circumstances of the parties’ illegal acts. On the basis of the degree of damage to the legitimate rights and interests of investors, the creditworthiness of the party concerned shall be used as a discretionary factor in determining the punishment range, the period of prohibition and the category of supervision and management measures.
Article 31 The CSRC and its dispatched agencies may comprehensively consider the integrity of the supervised institution and its personnel in carrying out supervision and inspection and other daily supervision work, and conduct targeted on-site inspections and off-site inspections, or appropriate Adjust and arrange the objects, frequency and content of on-site inspections.
Article 32: If citizens, legal persons, or other organizations publicly release comment information on the securities and futures market, and the factual content is inconsistent with the actual situation, or there are other circumstances that significantly mislead the public, the China Securities Regulatory Commission and its dispatched offices may comment on it. Issue a letter of concern about integrity, record it in the integrity file, and report the relevant situation to its work unit, its competent department or industry self-regulatory organization.
Securities and futures investment consulting institutions and their personnel who publicly release securities and futures market commentary information that violate regulations shall be dealt with and punished in accordance with relevant regulations.
Citizens, legal persons, or other organizations that use publicly released securities and futures market comment information to conduct insider trading, market manipulation and other illegal acts shall be punished in accordance with the law; if a crime is constituted, criminal responsibility shall be investigated by judicial organs in accordance with law.
Article 33 The securities and futures market industry organizations shall educate and encourage their members and practitioners to abide by the law and be honest and trustworthy. Members and practitioners who comply with the law and are honest and trustworthy can be commended and rewarded.
The China Securities Regulatory Commission encourages the securities and futures market industry organizations to establish a securities and futures market integrity evaluation system, organizes the evaluation of the integrity of relevant industries and market entities, and publicizes the evaluation results.
Article 34 Listed companies, securities companies, fund management companies, futures companies, and securities and futures service institutions shall continuously improve internal integrity supervision and restraint systems and mechanisms, and raise the level of integrity.
The China Securities Regulatory Commission and its dispatched agencies shall inspect and guide the establishment of the internal integrity supervision and restraint system mechanism of the institutions specified in the preceding paragraph, and may notify the inspection results in the industry and jurisdiction.
Article 35 For citizens who have the information on non-fulfillment or failure to perform the promises as specified in item (4) of Article 8 of these Measures, or the information on illegal and untrustworthy provisions in items (5) to (11), China The CSRC, its dispatched agencies, and securities and futures market industry organizations may not appoint them to the following positions:
(1) Member of the China Securities Regulatory Commission's Main Board and GEM Issuance Review Committee;
(2) Member of the China Securities Regulatory Commission's M&A and Reorganization Review Committee of Listed Companies;
(3) Members of other organizations established by the China Securities Regulatory Commission, its dispatched offices, and securities and futures market industry organizations that are responsible for review, supervision, verification, and consultation.
Chapter V Supervision and Management
Article 36 The integrity supervision and management agency of the China Securities Regulatory Commission shall perform the following duties:
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