Laws of the People's Republic of China

China Securities Regulatory Commission

Circular of the China Securities Regulatory Commission on Several Issues Concerning the Promotion of Innovation Activities in Securities Industry

Zheng Jian Ji Gou Zi [2004] No. 96

August 12, 2004

All securities companies:

For the purpose of implementing the Several Opinions of the State Council on the Promotion of Reform, Opening and Steady Growth of the Capital Market, actively promoting the standard development of securities industry and encouraging securities companies to launch innovation activities in their business and management, related matters are hereby notified as follows:

1.

Securities companies shall be encouraged to give full play to the enthusiasm, initiative of innovation, carry out innovation in business, operation mode as well as organizations according to market requirements and their own practical needs, improve the quality of service, and better the profit mode with a view to growing excellent to become powerful in market competition and pushing forward the integral development of securities industry.

2.

Although innovation is the motive power of development of securities companies and securities market, in such process requirements of "legal system, supervision, self-discipline and standards" must be observed so as to prevent and control material risks likely to occur by taking realistic measures. At the initial stage of promoting innovation in securities companies, we must firstly make an experiment in this field, use such experience of one point to lead the whole area, draw continuous conclusions from experiences, perfect relevant rules and then gradually spread successful new practices. Therefore, certain standards mustn't be established for securities companies (hereinafter referred to as pilot securities companies) which carry out pertinent pilot innovation activities until such standards are reviewed first. Pilot securities companies must meet such conditions as better corporate governance, better internal risk control, higher level of capital adequacy and more standard operation and management, various innovation activities of which shall start on the precondition that risks of such activities are measurable, controllable and sustainable.

3.

The China Securities Regulatory Commission shall produce review measures for pilot securities companies and be liable to organize such review.

Principles of "openness, fairness and impartiality" must be adhered to in the process of such review, standards and procedure of which must be fair and transparent. Securities companies may, according to procedure, apply for such review only if meeting prescribed requirements and standards, and may be confirmed as pilot securities companies after passing review.

Legal representatives and principal persons responsible for operation and management of the securities company applying for review shall undertake and directly bear clear liability for the truthfulness, accuracy and completeness of such information used for application for the said review as operating status and financial statements of their companies, and shall directly take clear responsibility for the truthfulness, completeness, compliance and risk control of matters with respect of application for pilots.

4.

Political measures on the promotion of innovation development in securities industry along with reform measures in respect of the promotion of supervision over securities institutions will be tried in pilot securities companies, relevant application matters of which shall be accepted preferentially with corresponding procedure to be simplified. We shall support pilot securities companies to voluntarily present pilot programs for business exploration and organizational management, to actively launch innovation in securities business and explore experiences from innovation development in securities business. Operational approach, product innovation programs and reform measures of operation and management, all of which have been proved mature through pilots, will be popularized in securities industry for implementation.

5.

Specific innovation programs put forward by pilot securities companies in line with their own operating status and business development requirements, shall not be implemented until passing the professional review organized by the China Securities Regulatory Commission. The said innovation programs shall include risk assessment, internal controls, pre-arranged plan for risk exposure preparation and feasibility arrangement of acceptance for administrative supervision.

The scale of innovated business of pilot securities companies shall match risk control ability and risk bearing capacity of the same companies, and a system on quantitative risk control level shall be established for such innovated business.

6.

Innovation activities of various kinds of pilot securities companies shall be subject to the supervision of the China Securities Regulatory Commission and its dispatched institutions.

All dispatched institutions shall establish a dynamic supervision system and produce working contents thereof for pilot securities companies within their jurisdiction, focus on monitoring over the safety, completeness, and transparency of their clients' funds for transaction settlement, as well as compliance operation in such business as clients' assets management and repurchase of debentures, and shall supervise pilot innovation activities carried out by such clients within a business scope decided by pilot programs and strictly implement all the undertakings and rules required by pilot projects.

Pilot securities companies shall, prior to January 31 each year, submit summary reports on their innovation activities to the institutions dispatched by the China Securities Regulatory Commission where they were registered.

7.

The China Securities Regulatory Commission shall conduct continuous evaluation on pilot securities companies.

Pilot companies, which are disqualified to carry out relevant innovation activities as a result of problems in respect of their operation and management, risk control and financial status, shall have their corresponding business activities under pilots suspended and terminate the organized pilot business on schedule.

8.

Pilot securities companies, if found to have committed grave acts in violation of laws and regulations, shall terminate their pilot businesses and be ordered to conduct checks within a stipulated period.

Since the promotion of innovation in securities companies is a task lasting for long, every securities company shall, in light of the spirits of this Circular and various supervision provisions, carry out operation according to laws and regulations, perfect corporate governance, strengthen the internal risk control, and ensure the safety and completeness of clients' assets and the truthfulness of financial statements. Various securities companies shall deal well with self-inspection of risks and business norms, feel out their assets and financial status based on comprehensive verification, consciously rectify nonconforming and highly risky business, produce and put into effect one by one practical rectification and improvement plans. The China Securities Regulatory Commission shall, according to actual situations of various securities companies like degree of risks, internal control level and financial strength, formulate and implement gradually measures on classified supervision, support such companies to carry out diversified innovation activities within the scope of their financial status, business competition abilities and risk bearing capacities so as to promote the standardization and development of securities industry.