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Representative Offices Of Overseas Stock Exchanges Management

Original Language Title: 境外证券交易所驻华代表机构管理办法

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(May 20, 2007 44th order promulgated by the China Securities Regulatory Commission as of July 1, 2007) Chapter I General provisions article in order to regulate the establishment of representative offices of overseas stock exchanges and operational activities, in accordance with the People's Republic of China securities law and related laws and regulations, these measures are formulated.
    Second foreign stock exchanges mentioned in these measures refers to overseas stock exchanges, securities trading automated quotations or electronic trading system or market. Representative offices of overseas stock exchanges in these measures (hereinafter referred to as representative office) is allowed to set up in China by foreign stock exchanges and specialized contacts, referrals and research and other non-business activities of representative offices.
    Representative Office Chief Representative. The third representative office shall abide by Chinese laws and regulations and the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) requirements.
    Legal protection of the legitimate rights and interests of the representative office of China.
    Fourth CSRC based on prudent regulatory principles, the representative office for approval and supervision according to law. Second chapter application and established fifth article application established representative at of outside Securities Exchange (following referred to applicants), should County prepared following conditions: (a) applicants where national or area has perfect of financial regulatory legal, and regulations; (ii) applicants where national or area of financial regulatory authorities and China SFC signed has regulatory cooperation understanding memorandum, and keep with good of cooperation relationship; (three) applicants by its where national or area financial regulatory authorities approved established or recognized; (four) applicants established 20 years above
    Operation sound specifications, financial condition, (v) other prudent requirements as proposed by the China Securities Regulatory Commission. VI article applicants only application established a representative at, application Shi should to China SFC submitted following material: (a) by Chairman (, Chairman of) or General Manager signed of to China SFC of applications; (ii) where national or area financial regulatory authorities issued of agreed applicants established representative at of submissions or other about file; (three) where national or area about competent authorities issued of, and by where national or area right to for notary, and certification of institutions notary, and
    Certification and by China standing the country makes (led) Museum certification of license or legal opened proved of copies; (four) Exchange articles and main business rules; (five) Board (Council) members list, and management layer personnel list; (six) recently three years of annual report; (seven) representative at established programme, including but not limited to established of purpose, and need, and work planning, and internal institutions set and personnel equipped with, and management system and the Office places location, content;
    (H) by the Chairman (Chairman) General Manager or Chief Representative signed a power of Attorney; (I) applicant representative to be appointed not by the penalties for major violations of the statement, and the statement by the applicant country notary notary; (j) the proposed representative, proof of ID card, education and curricula vitae (11) other documents required by the China Securities Regulatory Commission. Article seventh accepts an application for review submitted by the China Securities Regulatory Commission to set up the application materials.
    Decides to approve the issue an approval document.
    Eighth article representative at should since China SFC approved of day up 90 days within, by instruments of ratification law handle business registration procedures, and tax registration procedures, moved fixed of Office places, and to China SFC written report following matters: (a) business registration proved, and tax registration proved; (ii) Office places of legal right proved; (three) Office places phone, and fax, and post communications address; (four) Chief mobile phone, and electronic mailbox.
    Representative offices are not within the time stipulated in the written report submitted to the China Securities Regulatory Commission, the original approval automatically lapse.
    Nineth Representative Office's name should be in the following order: the "stock exchanges outside your country or region name", "name foreign stock exchanges", "representing the city name" and "the Office."
    Tenth Chief Representative of representative office, in addition to outside, other major staff members shall be entitled "representative" or "Deputy Representative". 11th Chief Representative qualification approved by the China Securities Regulatory Commission.
    Representative, shall meet the following conditions: (a) be familiar with China's financial laws and regulations, (ii) have a university degree or above, major in the finance or economy more than a decade, in the last five years in at least three years business experience in China, and (iii) good, had no record of criminal and administrative penalties.
    12th representative offices employ representatives and deputy representatives, and within five working days from the date of employment, should be above the list of CSRC records, identity and the curriculum vitae.
    Chapter changes and repeal of section 13th representative office name change, an application shall be submitted to the China Securities Regulatory Commission, and submit their Exchange (Governor-General) or General Manager, signed application form and other documents requested by the CSRC.
    14th Chief Representative of representative office changes, an application shall be submitted to the China Securities Regulatory Commission, and submit their Exchange (Governor-General) or General Manager signed the present article sixth of the application and (VIII) to (11) of material. 15th accepts an application for review submitted by the China Securities Regulatory Commission name change, change of representative, of the application materials.
    Approved, new instruments of ratification.
    16th changes or additions to the Representative Office representative, Deputy Representative, and shall, within five working days from the date of change, list, identity and the curriculum vitae of the above-mentioned personnel reported that the China Securities Regulatory Commission for the record. Article 17th representative office can only change in City offices.
    Within five working days from the date of change, representative office shall report to the CSRC has written the following: (a) the lawful right to prove that new office space; (b) the new office phone, fax, postal address.
    Changes mentioned in this article refers to the original Office space office space move, expanding or shrinking. Article 18th repeal should be 20 working days in advance to report to the CSRC, and the China Securities Regulatory Commission agreed to delete the relevant documents issued by industrial and commercial registration cancellation of registration.
    After the cancellation of the representative office, shall, within five working days, submit to the China Securities Regulatory Commission on the cancellation documents.
    Article 19th representative office after the abolition of unsettled matters by the Exchange take responsibility.
    Supervision and administration of the fourth chapter article 20th representative office shall have an independent, fixed office space, with a reasonable number of staff, resident in the territory of which the proportion not less than 50%.
    Representative offices of foreign staff after entering the residence formalities shall, in accordance with the provisions of relevant laws.
    21st Chief Representative shall not by their headquarters or regional headquarters staff, and shall not serve any business institution in China. Permanent Representative Office of Chief Representative shall preside over daily work.
    Departure time later than 30th in a row should be reported to the CSRC, and assign a person to act in his time.
    Chief Representative in other part-time jobs, or do not report unauthorized departure more than 30th, the China Securities Regulatory Commission replaced Chief can ask its Exchange.
    22nd representative offices and their staff shall not engage in or engaged in any business activities in a disguised form shall be subject to any legal or natural person signed on behalf of revenue or its exchange agreements or contracts.
    23rd representative offices and their staff shall not engage in any form of advertising, shall not in any way promote activities oriented to individuals. 24th representative offices and their staff to organize business-oriented large-scale promotion activities, shall first programme of activities submitted to the China Securities Regulatory Commission.
    CSRC is not contested within ten working days, and may be carried out.
    25th representative offices and their staff shall not engage in any form of false promotion shall be subject to any form of unfair competition, and shall not in any way to benefit others.
    Article 26th representative office shall, within two months from the date of the end of each year, submitted to the China Securities Regulatory Commission on the annual work report.
    27th Office shall, within two months from the date of the end of each year, submitted to the CSRC last year of Chinese companies traded in the stock exchange and one of the funding members of the situation.
    28th representative office shall in its exchange within four months from the date of the end of the fiscal year, submitted to the CSRC the exchanges last year's annual report.
    29th outside the stock exchange in its listing of major Chinese companies and Chinese members of punishment, the Office shall promptly inform the CSRC, and since the penalty within ten working days of the date, submit a written report to the CSRC.
    30th article outside Securities Exchange has following case one of of, representative at should since event occurred of day up 10 a days within, to China SFC submitted written report: (a) articles, and registered capital or registered address change; (ii) Division, and merged or other major merger activities; (three) Chairman (, Chairman of) or General Manager changes; (four) business serious losses or financial serious difficult; (five) where national or area of regulatory authorities on its take major regulatory measures; (six) on business has major effect of other matters.
    31st article China SFC law on representative at for regularly or not regularly of site or non-site check, content including but not limited to: (a) representative at whether engaged in or disguised engaged in business sex activities; (ii) representative at whether for advertising publicity, whether oriented personal carried out promotion activities; (three) representative at whether without prior report unauthorized organization held oriented enterprise of large promotion activities; (four) representative at declared material of content whether real, and accurate; (five) representative at change matters of procedures whether complete; (F) adequacy of employment or change of representative office staff and (g) other matters required by the CSRC.

    Article 32nd representative office in violation of these regulations, the China Securities Regulatory Commission on behalf of the Department representative and other persons ordered corrective action letter of warning, talk of supervision, regulatory measures such as serious, the China Securities Regulatory Commission on behalf of the Department representative and other persons directly responsible for securities market into the measures taken. Fifth chapter legal liability article 33rd foreign stock exchanges without approval, arbitrarily set up a representative office or representative office name or other forms of activities in China, the China Securities Regulatory Commission shall be banned.
    Having infringed the penal law, criminal responsibility shall be investigated according to law.
    Article 34th representative office or engage in business activities in a disguised form, the CSRC warning, confiscation of illegal gains, or even revoke the punishment.
    35th representative office to advertise or promote activities oriented to individuals, the China Securities Regulatory Commission warned, or even revoke the punishment according to law.
    Article 36th Office without prior reports of unauthorized organizing large-scale promotion activities for enterprises, the China Securities Regulatory Commission warning shall be issued according to law, punishments such as fines, revocation of a representative office.
    37th Representative Office for false advertising or unfair competition, the CSRC punishment such as warning, fine, revocation of a representative office.
    Sixth chapter supplementary articles article 38th Hong Kong S.A.R., and Macau S.A.R. and Taiwan Stock Exchange representative offices in the Mainland, these rules shall apply by analogy. 39th files submitted by the applicant in accordance with these measures shall be in Chinese.
    Outside the stock exchange regulations, business rules, and can provide English summary in the annual report, and the original text.
                                                          40th article of the rules take effect on July 1, 2007.