Sme Share Transfer System Nationwide Provisional Administrative Measures On Limited Liability Companies

Original Language Title: 全国中小企业股份转让系统有限责任公司管理暂行办法

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Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/gwybmgz/201303/20130300385456.shtml

SME share transfer system nationwide provisional administrative measures on limited liability companies

    (January 31, 2013, the China Securities Regulatory Commission announced come into force on the date of promulgation, 89th) Chapter I General provisions

    First in order to strengthen the national SME share transfer system limited liability company (hereinafter referred to as the national transfer systems) management, define its terms of reference and responsibilities, maintain normal order of listed stock transfer and related activities, in accordance with the company law and the securities law and other laws and administrative regulations, these measures are formulated.

    Second national SME share transfer system (hereinafter referred to as the national stock transfer system) is approved by the State Council approved the establishment of a national securities exchange.

    Third company stock is listed on the national stock transfer system (hereinafter referred to as the tone of the company) for the non-listed public company, shareholders can exceed 200 people, acceptance of the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) the unified supervision and management.

    Fourth national stock transfer systems is responsible for the Organization and supervision of listed companies of stock transfer and related activities, and self-regulation.

    Fifth national transfer systems should adhere to the principles of public service priorities, to maintain an open, fair and impartial market environment, national stock transfer system to ensure the normal operation, for the participants of the national stock transfer system to provide high quality, high efficiency, low cost financial services.

    Sixth national stocks are listed in the transfer of share transfer system and related activities must comply with the provisions of laws and administrative rules and regulations to prohibit fraud, insider trading, market manipulation and other violations.

    Seventh the CSRC on the national transfer systems, national stock transfer system of operational activities and participants exercise unified supervision and management, maintaining the order of national stock transfer system to run, to investigate and punish illegal behavior.

    Chapter II national stock transfer functions of the system

   The eighth national stock transfer functions of the system include:

   (A) the establishment, maintenance and improvement of stock transfer related technology systems and infrastructure;

   (B) the formulation and modification of the national stock transfer system business rules;

   (C) receive and review applications for stock listing and other related businesses, and arrangements meet the conditions of the tone of the company's stock;

   (D) organize and supervise stock transfer and related activities;

   (E) to host such as brokerage national participants in the share transfer system monitoring

   (Vi) to regulate the information disclosure of listed companies and other duties;

   (VII) information about the Administration and publication of the national stock transfer system;    

    (VIII) other functions approved by the China Securities Regulatory Commission.

    Nineth national stock transfer system should be stock listing, stock transfer, hosting broker listing management, corporate governance and investor eligibility management formulate basic business rules. National stock transfer company to develop and modify the basic business rules of the system, shall be approved by the China Securities Regulatory Commission.

    Develop and modify business rules, shall be submitted to the China Securities Regulatory Commission for the record.

    Tenth national stock transfer system listing of new securities or the introduction of new transfer, shall be reported to the CSRC for approval. 11th national stock transfer system should be guaranteed a fair share transfer, stock market transfer rates published.

    Without permission from the national transfer systems, no unit or individual is allowed to publish, use, or disseminate stock market transfer rates.

    12th national stock transfer system company money is collected and expenses shall conform to the provisions of the relevant competent authorities, and to give priority to maintain and improve the relevant technical systems and facilities.

    National system for transfer of shares of a company shall establish special financial management rules, and reported that the China Securities Regulatory Commission for the record. 13th National transfer systems should withdraw a certain percentage of the amount of the fees charged by the establishment of a risk fund.

    Specific measures for the extraction and use of risk funds, shall be separately formulated by the CSRC. 14th national registry and clearance business of share transfer system by the China Securities Depository and Clearing Corporation is responsible for.

    National systems should enter into the business of stock transfer agreement, and submitted to the China Securities Regulatory Commission for the record.

    Chapter III national system for transfer of shares the company's organizational structure

    15th national stock transfer systems shall be in accordance with the companies act and other legal provisions, administrative regulations, and the China Securities Regulatory Commission to develop articles, clear the shareholders, Board of Directors, Board of supervisors and the Division of responsibility between managers, establish internal organizations, and improving corporate governance.

    National stock transfer system to enact and amend the company's articles shall be approved by the China Securities Regulatory Commission.

    16th national stock transfer system the shareholders of the company shall meet the laws, administrative rules and eligibility conditions under the China Securities Regulatory Commission, ownership shall comply with the relevant regulations of the China Securities Regulatory Commission.

    National stock transfer system new shareholders or former shareholders to transfer their shares, shall be reported to the CSRC for approval.

    17th National Board of Directors of share transfer system, the Supervisory Board composition and rules of procedure should be consistent with the provisions of relevant laws and administrative regulations, and the China Securities Regulatory Commission, and reported that the China Securities Regulatory Commission for the record.

    18th national stock transfer system, Chairman, Vice Chairman, Chairman of the Board of supervisors and senior management officers nominated by the China Securities Regulatory Commission, term appointment and dismissal procedures and compliance with the Act and the relevant provisions of the articles of Association of the national stock transfer system.

    The scope of senior managers referred to in the preceding paragraph, by the national share transfer system as specified in the articles. 19th national stock transfer system should be based on the need to set up a Special Committee of the company.

    Composition of the special committees and the rules of procedure of the China Securities Regulatory Commission for the record.

    The fourth chapter national stock transfer system of self-regulation 20th national stock transfer system to host the brokerage system.

    Share transfer system in the country organised securities firms engaged in hosting brokerage business called securities.

    Recommended hosting brokerage business, including AG stocks are listed, continuous supervision of listed companies, agents investors buy and sell shares of listed companies, market for stock transfer services and other national stock transfer system stipulated by the company business.

    21st national transfer systems in accordance with the joint-stock company stock shares listed, introduction, application and host the brokerage recommendation document review, issue review.

    National transfer systems shall be in accordance with conditions of the joint-stock company signed the listing agreement, determine the rights and obligations of the parties.

    22nd national stock transfer system should be urged to apply for shares of the company listed joint stock companies, information disclosure of listed companies and other duty-holders, perform his duty to disclose the information, true, accurate, complete and timely disclosure of information, may not have any false record, misleading statement or material omission.

    23rd listed companies should comply with the national conditions of share transfer system has been listed, do not meet the conditions for continued listing, national system for transfer of shares the company shall promptly make stock suspension or termination of listing decisions, notices in a timely manner, and submitted to the China Securities Regulatory Commission for the record.

    24th market listed stock transfer can take, protocols, methods, auction or other in the manner approved by the SFC. 25th national stock transfer system to implement the investors of appropriate management systems.

    Transfer of stock investors should have some securities investment experience and the corresponding risk recognition and ability, familiar with the relevant business rules.

    26th due to unexpected events and the impact of stock transfer properly during national stock transfer technical suspension systems can take measures due to unexpected events of force majeure or to safeguard the normal order of stock transfer, decided to temporarily suspend.

    National transfer systems technical suspension or decides to temporarily suspend and shall promptly report to the CSRC.

    27th national transfer systems shall establish a market surveillance system and the corresponding technical systems, equipped with special market surveillance staff, stock transfer supervision according to law, find time to stop insider trading, market manipulation and other abnormal behavior.

    For violations of the laws, regulations and business rules, national system for transfer of shares the company shall promptly take self-regulatory measures, and depending on the seriousness or according to regulatory requirements, timely report to the CSRC.

    28th national stock transfer system should be urged to host securities firms, law firms, accounting firms, such as listed for transfer of securities related business providing services such as services and personnel, honesty and trustworthiness, diligence, strict compliance with statutory duties, comply with the laws, regulations and industry standards, and is responsible for the authenticity, accuracy and completeness of the documents issued by. 29th national transfer systems found for breach of laws and regulations and business rules can be validly take self-regulatory measures, and reported that the China Securities Regulatory Commission for the record.

    Carried out by the China Securities Regulatory Commission investigated and dealt with according to law, national system for transfer of shares of a company shall investigate recommendations to the China Securities Regulatory Commission.

    Supervision and administration of the fifth chapter

    30th national stock transfer systems shall be reported to the CSRC the shareholders, Board of Directors, Board of supervisors, general managers meeting minutes of meetings and other important meetings, national stock transfer system operation, national stock transfer systems self-regulatory duties, daily dynamic as well as the China Securities Regulatory Commission requiring the reporting of additional information.

    National system for transfer of shares the company's other reporting obligations apply mutatis mutandis to the implementation of relevant provisions on the administration of the stock exchange.

    31st of China Securities Regulatory Commission has the right to request the national transfer systems on its Statute and modify business rules.

    32nd the CSRC on national stock transfer system to supervise the company, carry out periodic, unscheduled on-site inspections, and the duties and operations of evaluation and assessment.

    National transfer systems and associated personnel violating these rules, and supervision failed to perform their duties, or fail to fulfil the obligations as provided herein, relevant provisions of the CSRC Stock Exchange Management in the investigation.

    The sixth chapter supplementary articles

    33rd national transfer systems provided for other securities of the company shares listed for transfer service, mutatis mutandis, to these measures.

    Article 34th in the securities of the company's stock transfer agent system the original STAQ, NET systems listed and delisted companies and transfer of shares of the company-related activities by the national systems is responsible for the supervision and management of stock transfer. 35th article of the approach of the date of promulgation.