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:
為強化派出機構(gòu)一線監(jiān)管職責(zé)，優(yōu)化證券機構(gòu)監(jiān)管資源配置，提高審核工作效率，根據(jù)《中華人民共和國證券法》、《中華人民共和國行政許可法》、《證券公司監(jiān)督管理條例》、《中國證券監(jiān)督管理委員會行政許可實施程序規(guī)定》等法規(guī)有關(guān)規(guī)定，中國證券監(jiān)督管理委員會（以下簡稱中國證監(jiān)會）決定授權(quán)派出機構(gòu)審核部分證券機構(gòu)行政許可事項。具體授權(quán)事項和工作要求如下:
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.
(一)變更公司章程重要條款;
(二)設(shè)立、收購、撤銷分支機構(gòu);
(三)變更注冊資本,但下列變更注冊資本事項除外:上市證券公司變更注冊資本;非上市證券公司現(xiàn)有股東增加注冊資本,未新增5%以上股權(quán)的股東,且證券公司實際控制人、控股股東和第一大股東未發(fā)生變化;
(四)變更持有5%以上股權(quán)的股東、實際控制人,但上市證券公司變更持有5%以上股權(quán)的股東、實際控制人除外;
(五)增加或者減少證券經(jīng)紀,證券投資咨詢,與證券交易、證券投資活動有關(guān)的財務(wù)顧問,證券自營,證券資產(chǎn)管理,證券承銷業(yè)務(wù)。
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.
(一)建立健全審核工作制度,完善內(nèi)部工作流程,配備必要的審核人員;
(二)增強審核工作透明度,事前公開審核依據(jù)、條件、程序和申請材料目錄,事中公開審核進程,事后公開審核結(jié)果。公開內(nèi)容準確、完整、及時;
(三)嚴格執(zhí)行審核制度和程序,切實維護審核工作質(zhì)量,申請材料和審核文件(包括電子文檔)按規(guī)定及時歸檔;
(四)健全內(nèi)部檢查監(jiān)督機制,指定相關(guān)職能部門對審核工作進行檢查監(jiān)督。
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.
五、中國證監(jiān)會相關(guān)部門定期或者不定期對派出機構(gòu)審核工作進行檢查。發(fā)現(xiàn)申請人采取弄虛作假等不正當(dāng)手段取得行政許可,或者派出機構(gòu)審核工作存在重大差錯的,依據(jù)法定程序撤銷行政許可決定,并追究相關(guān)單位和人員的責(zé)任。
撤銷行政許可決定可能損害善意第三人利益或者造成其他重大社會影響的,可先采取責(zé)令限期改正、暫停業(yè)務(wù)等監(jiān)管措施,減緩或消除其相關(guān)影響之后,依法撤銷行政許可決定。相關(guān)行政許可決定涉及新增分支機構(gòu)或者業(yè)務(wù)許可的,在證券公司按照有關(guān)規(guī)定安置客戶、處理未了結(jié)的業(yè)務(wù)后,依法撤銷相關(guān)分支機構(gòu)或者業(yè)務(wù)許可。實施上述措施,不妨礙對相關(guān)單位和人員的責(zé)任追究。
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.
