With a view to reinforcing the front-line regulatory duties of dispatched offices, optimizing the allocation of resources of the securities institution supervision, and improving the efficiency of examination and verification, in accordance with the Securities Law of the People's Republic of China, the Administrative Licensing Law of the People's Republic of China, the Regulations on the Supervision and Administration of Securities Companies, the Procedures of the China Securities Regulatory Commission on Implementing Administrative Licensing and other relevant regulations, the China Securities Regulatory Commission ("CSRC") has decided to authorize its dispatched offices to examine and verify certain administrative licensing matters relating to securities institutions. Specific authorization issues and work requirements are hereby stated as follows:
为强化派出机构一线监管职责,优化证券机构监管资源配置,提高审核工作效率,根据《中华人民共和国证券法》、《中华人民共和国行政许可法》、《证券公司监督管理条例》、《中国证券监督管理委员会行政许可实施程序规定》等法规有关规定,中国证券监督管理委员会(以下简称中国证监会)决定授权派出机构审核部分证券机构行政许可事项。具体授权事项和工作要求如下:
1. Dispatched offices authorized by CSRC shall, pursuant to the law, examine and verify the following administrative licensing matters of securities companies within their respective jurisdiction (hereinafter collectively referred to as the "Authorized Examination and Verification Matters"):
(1) Change of key clauses of the articles of association of a securities company;
(2) The establishment, acquisition or cancellation of a branch of a securities company;
(3) Change of the registered capital of a securities company, except where a listed securities company changes its registered capital or where the existing shareholders of a non-listed securities company increase the registered capital under the conditions that no new shareholder with a shareholding of more than 5% is added, and that there is no change of the actual controller, controlling shareholder and the largest shareholder of the company;
(4) Change of the actual controllers or shareholders with a shareholding of more than 5% of a securities company (excepted for listed securities companies); and
(5) Increase or reduction of such business as securities brokerage, securities investment consultation, financial consultation related to securities trading and securities investment activities, self-run securities trading, securities asset management and securities underwriting.
(1) Change of key clauses of the articles of association of a securities company;
(2) The establishment, acquisition or cancellation of a branch of a securities company;
(3) Change of the registered capital of a securities company, except where a listed securities company changes its registered capital or where the existing shareholders of a non-listed securities company increase the registered capital under the conditions that no new shareholder with a shareholding of more than 5% is added, and that there is no change of the actual controller, controlling shareholder and the largest shareholder of the company;
(4) Change of the actual controllers or shareholders with a shareholding of more than 5% of a securities company (excepted for listed securities companies); and
(5) Increase or reduction of such business as securities brokerage, securities investment consultation, financial consultation related to securities trading and securities investment activities, self-run securities trading, securities asset management and securities underwriting.
2. A dispatched office shall, once authorized by CSRC, according to the characteristics of the Authorized Examination and Verification Matters as well as the examination and verification requirements, make the following preparations:
(1) Establish and improve the examination and verification system, perfect internal work processes, and have in place necessary examination and verification staff members;
(2) Enhance the transparency of examination and verification by (a) making ex ante announcements of the basis, conditions and procedures for examination and verification, as well as the list of application materials, (b) making interim announcements of the examination and verification progress, and (c) making ex post announcements of the examination and verification results. The announcement shall be made in an accurate, complete and timely manner;
(3) Strictly implement the examination and verification systems and procedures to effectively ensure the quality of examination and verification; and the application materials and examination and verification documents (including those in softcopy) shall be archived in a timely manner as required; and
(4) Improve internal inspection and supervision mechanisms, and assign relevant functional departments to be responsible for the inspection and supervision of the examination and verification work.
(1) Establish and improve the examination and verification system, perfect internal work processes, and have in place necessary examination and verification staff members;
(2) Enhance the transparency of examination and verification by (a) making ex ante announcements of the basis, conditions and procedures for examination and verification, as well as the list of application materials, (b) making interim announcements of the examination and verification progress, and (c) making ex post announcements of the examination and verification results. The announcement shall be made in an accurate, complete and timely manner;
(3) Strictly implement the examination and verification systems and procedures to effectively ensure the quality of examination and verification; and the application materials and examination and verification documents (including those in softcopy) shall be archived in a timely manner as required; and
(4) Improve internal inspection and supervision mechanisms, and assign relevant functional departments to be responsible for the inspection and supervision of the examination and verification work.
3. Dispatched offices authorized by CSRC shall adhere to the principle of openness, fairness, impartiality and convenience for the people in administrative licensing, earnestly perform the examination and verification duties, enhance the service awareness, complete examination and verification tasks in strict accordance with statutory requirements, procedures and time limits. The examination and verification in violation of the provisions, the overdue examination and verification or the examination and verification contravening the standards shall be prohibited.
4. Where the dispatched offices encounter new situations and new issues not specified in laws, regulations and the regulatory provisions of the CSRC in examination and verification works, they shall promptly do research, propose handling suggestions and report the same to CSRC. The latter shall, in accordance with relevant laws, regulations and regulatory provisions, formulate guidelines on examination and verification or opinions on the application of law, which shall uniformly be applied to similar situations after being promulgated.
5. Relevant departments of CSRC shall inspect the examination and verification work done by dispatched offices on a regular or ad hoc basis. Where it is found that an applicant obtains administrative licensing by practicing fraud or by other improper means, or that a dispatched office commits material errors in examination and verification, the relevant administrative licensing decision shall be cancelled according to statutory procedures, and the entities and personnel concerned shall be held accountable.
Where the cancellation of an administrative licensing decision may be detrimental to the interests of a bona fide third party or cause other material social impacts, the regulatory measures may be taken first, such as ordering rectification in certain time limit or business suspension.. The administrative license decision can be cancelled pursuant to the law after related impact has been reduced or eliminated. Where such administrative licensing decision involves the establishment of a new branch or business licensing, the branch or business licensing shall be lawfully cancelled after the relevant securities company has settled all client matters and closed all unfinished transactions as required. Relevant entities and personnel shall still be held accountable despite the taking of the aforesaid measures.
Where the cancellation of an administrative licensing decision may be detrimental to the interests of a bona fide third party or cause other material social impacts, the regulatory measures may be taken first, such as ordering rectification in certain time limit or business suspension.. The administrative license decision can be cancelled pursuant to the law after related impact has been reduced or eliminated. Where such administrative licensing decision involves the establishment of a new branch or business licensing, the branch or business licensing shall be lawfully cancelled after the relevant securities company has settled all client matters and closed all unfinished transactions as required. Relevant entities and personnel shall still be held accountable despite the taking of the aforesaid measures.
6. Before the authorization is granted to the dispatched offices, the Authorized Examination and Verification Matters shall still be handled by relevant departments of CSRC in accordance with the provisions. The relevant departments of the CSRC shall continue to process, as required, the Authorized Examination and Verification Matters for which the application materials have already been received at the time the authorization is granted to the dispatched offices.
Authorized dispatched offices shall promptly report to CSRC the material issues encountered in the implementation hereof. The list of authorized dispatched offices shall be promulgated separately.
Authorized dispatched offices shall promptly report to CSRC the material issues encountered in the implementation hereof. The list of authorized dispatched offices shall be promulgated separately.