证券交易所管理办法
MEASURES FOR THE ADMINISTRATION OF STOCK EXCHANGES

证委发（1996）28号
（Approved by the State Council on November 30， 1997 and promulgated¹ by the Securities Commission under the State Council on December 10， 1997）
颁布日期：19960821 　实施日期：19960821 　颁布单位：国务院证券委员会

　　Chapter I General Provisions

　　Article 1 These Measures are formulated³ with a view to strengthening the administration of stock exchanges， clearly defining the powers and responsibilities of stock exchanges and main taianing normal order in securities markets.

　　Article 2 These Measures shall be applicable to the establishment of stock exchanges within the territory of the People's Republic of China.

　　Article 3 The stock exchanges referred to in these Measures mean legal entities⁴ of operation practising self-disciplined membership system established pursuant to the qualifications prescribed by these Measures not for profit that provide sites and facilities for centralized and organized trading and perform the powers and responsibilities prescribed by relevant state laws， regulations， rules and policies.

　　Article 4 Stock exchanges shall be subject to the supervision⁵ and control of China Securities Supervisory and Control Commission（hereinafter referred to as CSSCC）。

　　The stock registration⁶ settlement agencies established by the stock exchanges should accept the supervision and control of CSSCC.

　　Article 5 The name of a stock exchange should be marked by the letters “stock exchange”。 No other unit or individual shall use the name of “stock exchange”。

　　Chapter II The Establishment and Dissolution of A Stock Exchange

　　Article 6 The establishment of a stock exchange shall be subject to the examination and verification of the Securities Commission under the State Council（hereinafter referred to as the “Securities Commission”） and submitted to the State Council for approval.

　　Article 7 The following documents shall be presented to the Securities Commission in applying for the establishment of a stock exchange：

　　（1）a letter of application；

　　（2）drafts of the articles of association and main business rules；

　　（3）a list of members that propose to join；

　　（4）a list and curricula vitae of candidates of the board of directors；

　　（5）explanations on site， equipment and funds；

　　（6）explanations on the conditions of managerial staff it proposes to employ； and

　　（7）other documents the presentation of which is required by the Securities Commission.

　　Article 8 The articles of association of a stock exchange shall contain the following particulars：

　　（1）purpose of establishment；

　　（2）name；

　　（3）location of its main office， trading site and facilities；

　　（4）scope of functions；

　　（5）membership eligibility⁷ and procedures of joining and withdrawal⁸；

　　（6）membership rights and obligations；

　　（7）disciplinary sanctions of members；

　　（8）organization and its powers；

　　（9）formation， appointments and relief of the posts and the responsibilities of high-ranking managerial personnel；

　　（10）capital and financial matters；

　　（11）conditions and procedures of dissolution； and

　　（12）other matters that require to be stipulated¹⁰ in the articles of association.

　　Article 9 Dissolution of a stock exchange shall be submitted to the State Council for approval upon consent by the Securities Commission after examination and verification.

　　Chapter III Functions of A Stock Exchange

　　Article 10 A stock exchange should create open， fair and just market environment to ensure the normal operations of the securities market.

　　Article 11 The functions of a stock exchange include：

　　（1）provision of site and facilities for securities trading；

　　（2）formulation of business rules for the stock exchange；

　　（3）acceptance of listing applications and arrangement of securities listing；

　　（4）organization and supervision of securities trading；

　　（5）supervision and control over the members；

　　（6）supervision and control over the listed companies；

　　（7）establishment of the stock registration settlement agency；

　　（8）management and publication of market information； and

　　（9）other functions permitted by the Securities Commission.

　　Article 12 No stock exchange shall directly or indirectly¹¹ engage in：

　　（1）businesses for profit；

　　（2）information and publication；

　　（3）publication of writings and materials on predictions on securities prices；

　　（4）provision of guaranty for others； and

　　（5）other businesses not approved by the Securities Commission.

　　Article 13 Listing of new varieties for securities trading by a stock exchange shall be submitted to the Securities Commission for approval.

　　Article 14 Provision of securities trading services in varieties for securities trading not listed in the exchange in networking and other forms by a stock exchange shall be submitted to the Securities Commission for approval.

　　Article 15 A stock exchange should formulate² and revise business rules within the scope of its functions. The business rules fromulated and revised by a stock exchange shall be adopted by the board of directors of the stock exchange and submitted to the Securities Commission for approval.

　　The business rules of a stock exchange shall include rules for listing， rules for trading， rules for membership management and other rules relating to securities trading activities.

　　Chapter IV Organization of A Stock Exchange

　　Article 16 A stock exchange shall establish the membership meeting， the board of directors and specialized¹³ committees.

　　Article 17 The membership meeting shall be the highest organ of power of a stock exchange. The membership meeting has the following powers：

　　（1）formulation and revision of the articles of association of the stock exchange；

　　（2）election and dismissal of member directors of the board；

　　（3）review and adoption¹⁴ of the work reports of the board of directors and the general manager；

　　（4）review and adoption of the financial budget and final settlement report of the stock exchange； and

　　（5）decisions on other major matters of the stock exchange.

　　The formulation and revision of the articles of association adopted by the membership meeting shall be submitted to the Securities Commission for approval.

　　Article 18 The membership meeting shall be convened¹⁵ once a year by the board of directors. An ad hoc membership meeting shall be convened in the event of any of the following circumstances：

　　（1）the number of directors is less than the minimum number prescribed by these Measures；

　　（2）at the request of over one third of the members out of the total membership； and

　　（3）when the board of directors deems it necessary.

　　Article 19 The membership meeting must be attended by over two thirds of the members and its resolutions shall be valid¹⁶ only after adoption by more than fifty percent of the members who are present and vote for them.

　　A stock exchange shall， within ten days after the conclusion of the membership meeting， submit all the documents and relevant information of the meeting to the Securities Commission for the record.

　　Article 20 The board of directors shall be the decision-making body of a stock exchange. Its terms of office shall be three years.

　　The responsibilities of the board of directors shall be：

　　（1）to implement¹⁷ the resolutions of the membership meeting；

　　（2）to formulate and revise the business rules of the stock exchange；

　　（3）to examine and finalize¹⁸ the work plan put forth¹⁹ by the general manager；

　　（4）to examine and finalize the financial budget and final settlement proposals put forth by the general manager；

　　（5）to examine and decide on the admission of members；

　　（6）to examine and decide on the penalty of members；

　　（7）to decide on the establishment of specialized committees in the light of requirements； and

　　（8）other responsibilities given by the membership meeting.

　　Article 21 The board of directors of a stock exchange shall be composed of 7 to 13 persons， among them the number of non-member directors shall not be less than one third of the total number of the members of the board of directors and not more than fifty percent of the total number of the members of the board of directors.

　　Member directors shall be elected by the membership meeting. Non-member directors shall be appointed by CSSCC.

　　A director shall not serve more than two consecutive²⁰ terms.

　　The meeting of the board of directors shall be convened at least once a quarter. The meeting must be attended by two third of the directors and its resolution（s） shall be valid only on approval through vote by more than two third of the directors present at the meeting. The resolution（s） of the board of directors shall be submitted to CSSCC for the record within two working days upon conclusion of the meeting.

　　Article 22 The board of directors shall have one chairman， one to two vice¹² chairmen. The chairman and vice chairman（chairmen） shall be nominated by CSSCC and elected by the board of directors. The general manager should be a member of the board of directors.

　　Article 23 The chairmen shall be responsible for the convening²¹ and chairing of the meeting of the board of directors. When the chairman is unable to perform his/her responsibilities temporarily for unforeseen reasons， the vice chairman designated by the chairman shall perform the responsibilities on his/her behalf.

　　The chairman shall serve as the president of the meeting during the membership meeting.

　　The chairman shall not concurrently²² serve as the general manager of a stock exchange.

　　Article 24 A stock exchange shall have one general manager and one to three deputy general managers. The general manager shall be appointed and relieved of the posts by CSSCC. No public servant of the state shall concurrently serve as the general manager or deputy general manager.

　　The term of office for the general manager and deputy general manager shall be three years. The general manager shall not serve more than two consecutive terms. The general manager who shall， under the leadership of the board of directors， be responsible for the routine administration of a stock exchange shall be the legal representative of the stock exchange. When the general manager is unable to perform his/her responsibilities temporarily for unforeseen reasons， the deputy general manager designated by the general manager shall perform the responsibilities on his/her behalf.

　　Article 25 The appointments and relief of the posts of middle-rank cadres of a stock exchange shall be submitted to CSSCC for the record， the appointments and relief of the posts of the persons-in-charge of the accounting²³ and personnel departments shall be submitted to CSSCC for approval.

　　Article 26 The board of directors shall establish a supervisory commission the term of office of which shall be three years. The chairman shall serve concurrently as the president of the supervisory commission. The supervisory commission which is responsible to the board of directors shall exercise the following powers：

　　（1）to oversee²⁴ the high-ranking managerial personnel and other staff members of the stock exchange in abiding²⁵ by the relevant state laws， regulations， rules， policies and the articles of association and business rules of the stock exchange；

　　（2）to oversee the high-ranking managerial personnel in the implementation²⁶ of the resolution（s） of the membership meeting and the board of directors；

　　（3）to oversee the financial status of the stock exchange； and

　　（4）other powers provided for in the articles of association of the stock exchange.

　　Article 27 The board of directors may establish subordinate specialized committees in accordance with requirements. Specific provisions shall be made in the articles of association of a stock exchange on matters concerning the responsibilities， term of office and composition of members of all specialized committees.

　　The expenses of all specialized committees should be integrated into the budget of the stock exchange.

　　Article 28 Whoever has any of the following circumstances must not be recruited as an employee of a stock exchange and must not serve as a high-ranking administrator²⁷ of a stock exchange：

　　（1）has committed crimes of corruption²⁸， bribes²⁹， occupation of property and appropriation³⁰ of property or the crime of disrupting socio-economic order， or having been deprived of political rights for crime；

　　（2）an employee of a securities operations agency or other financial institutions who has been relieved of the post for acts in violation³¹ of law or discipline for not more than five years starting from the date of relief of the post；

　　（3）a lawyer， certified³² accountant or a professional of a legal asset appraisal³³ agency or capital authentication³⁴ agency who has been revoked³⁵ of the qualification for acts in violation of law for not more than five years starting from the date of revocation³⁶ of the qualification；

　　（4）the legal representative of a company or an enterprise that has been revoked of the business license³⁷ for acts in violation of law and is personally responsible for the revocation of the business license of the said company or enterprise for not more than five years starting from the date of revocation of the business license；

　　（5）one who has served as a director of the board， director of a factory or manager of a company or an enterprise that has gone bankrupt due to poor management and is personally responsible for the bankruptcy³⁸ of the said company or enterprise for not more than five years starting from the date of bankruptcy；

　　（6）a functionary³⁹ of a state organ who has been dismissed for not more than five years starting from the date of dismissal； and

　　（7）other circumstances prescribed by the relevant state laws， regulations， rules and policies.

　　Article 29 In the event of improper⁴⁰ circumstances in the composition and employment of high-ranking managerial personnel of a stock exchange or the aforesaid personnel have committed acts in violation of the relevant state laws， regulations， rules and policies and the articles of association and business rules of the stock exchange during the term of office， or due to other reasons who is no longer suitable to continue to serve in the position he/she has been serving， CSSCC has the power to remove the personnel involved from their posts and appoint new members.

　　Chapter V Supervision and Administration of a Stock Exchange over Securities Trading Activities

　　Article 30 A stock exchange should formulate specific trading rules. Their contents shall include：

　　（1）types and duration of the securities to be traded；

　　（2）modes of securities trading and the operational procedures；

　　（3）the acts prohibited in securities trading；

　　（4）settlement clearing matters；

　　（5）resolution of trading disputes；

　　（6）suspension， resumption and cancellation⁴¹ of trading of listed securities；

　　（7）opening， closing， and resting of the stock exchange and handling of abnormal circumstances；

　　（8）mode of collection and rates of service charges and other related fees in trading；

　　（9）provisions on the handling of acts in violation of the trading rules；

　　（10）provision and management of the securities trading information of the stock exchange；

　　（11）compilation method and mode of publication of stock price indices； and

　　（12）other matters that require to be stipulated in the trading rules.

　　Article 31 A stock exchange should publish the current/immediate quotations⁴² and make daily a securities quotations table recording⁴³ the following particulars which shall be announced in appropriate ways：

　　（1）names of the listed securities；

　　（2）the opening， highest， lowest and closing prices；

　　（3）the rise and fall in comparison with the closing price of the preceding trading day；

　　（4）separate calculation and total calculation of the volume and value of transactions made；

　　（5）stock price indices and their rise and fall； and

　　（6）other matters CSSCC requires to be made public.

　　Article 32 A stock exchange should compile a daily statement， a weekly statement， a monthly statement and an annual statement on the transactions effected in its market which shall be released to society in time.

　　Article 33 A stock exchange should work out detailed⁴⁴ provisions in the business rules on the terms of coming into force and annulment⁴⁵ of a securities transaction contract and safeguard the validity of the securities transaction contracts concluded in the stock exchange.

　　Article 34 A stock exchange should guarantee that investors⁴⁶ have equal opportunity to obtain the trading quotations and other publicly disclosed information in the securities market and have equal opportunity in trading.

　　Article 35 A stock exchange has the power to suspend or resume the trading of the listed securities pursuant to relevant provisions. When the time of suspension of trading exceeds one trading day， a report should be submitted to CSSCC for the record； when the time of suspension of trading exceeds five trading days， a report shall be submitted to CSSCC in advance for approval.

　　CSSCC has the power to ask a stock exchange to suspend or resume the trading of the listed securities.

　　Article 36 A stock exchange should establish the market access system and restrict or prohibit the securities trading acts of particular securities investors in accordance with the provisions of securities regulations or the requirements of CSSCC.

　　Except for the above-mentioned circumstances， a stock exchange must not restrict or prohibit the acts of securities buying or selling by securities investors.

　　Article 37 A stock exchange and its members should put in safekeeping the materials of entrustment⁴⁷， the trading records and settlement papers from the securities transactions， and formulate corresponding search and secrecy⁴⁸ control measures.

　　A stock exchange should determine the duration of safekeeping of the above-mentioned documents in accordance with the requirements and submit it to CSSCC for approval. The duration of safekeeping of important documents should not be less than 20 years.

　　Article 38 A stock exchange should guarantee the conscientious⁴⁹ implementation of its business rules and handle the acts in violation of the business rules in time.

　　A stock exchange shall bear the responsibility of uncovering， curbing⁵⁰ and reporting the acts in violation of laws and regulations relating to securities trading prescribed in relevant state laws， regulations， rules and policies， and has the power to investigate and deal with them within the scope of responsibilities.

　　Article 39 A stock exchange should establish a computer system conforming to the requirements of securities market supervision and control and real time monitoring， and establish a specialized agency for securities market supervision and control.

　　CSSCC may ask the stock exchanges to establish information exchange systems and joint⁵¹ supervision and control systems for the purpose of market supervision and control among them for the joint supervision and control of trans-market improper trading acts and control of market risks.

　　Chapter VI Supervision and Control over the Members by the Stock Exchange

　　Article 40 A stock exchange should formulate specific rules for membership administration. Their contents shall include：

　　（1）terms and procedures for the acquisition of membership；

　　（2）measures for the administration of seats；

　　（3）requirements for membership internal supervision， risk control， standards for the computer systems and their maintenance relating to securities trading and the settlement business；

　　（4）business reporting system of members；

　　（5）code of conduct of listing representatives sent by members on the trading floor；

　　（6）penalty of acts in violation of laws and regulations by members and their listing representatives； and

　　（7）other matters that require to be stipulated in the membership administration rules.

　　Article 41 Members admitted by stock exchanges should be the in-country securities operations agencies with the status of a legal person the establishment of which is approved by the empowered departments.

　　Article 42 The decision of a stock exchange on the admission or expulsion of a member should be submitted to CSSCC for the record within five working days after the decision is made； the decision on the admission or expulsion of members other than the official members should be submitted to CSSCC five working days ahead of the completion of the relevant formalities for the record.

　　Article 43 A stock exchange must restrict the number of trading seats. The establishment of seats other than the general seats by a stock exchange shall be subject to the approval of CSSCC. Adjustment in the number of general seats and seats other than the general seats by a stock exchange shall be subject to the approval of CSSCC in advance.

　　Article 44 A stock exchange shall exercise stringent⁵² administration over the trading seat obtained by a member. Transfer of a seat by a member shall be subject to the examination and approval of the exchange pursuant to the relevant provisions on the administration of the stock exchange. A member is strictly⁵³ prohibited to hand over the seat in full or in part to another agency or individual for use in the form of lease or contracting.

　　Article 45 A stock exchange should， in accordance with the provisions concerning the administration of self-managed securities business of securities operations agencies and business rules of the stock exchange， exercise the following supervision and administration over the self-managed securities business of the members：

　　（1）to ask the members to use special stock accounts and fund accounts in self-managed buying and selling business， and adopt technical means to enforce stringent administration；

　　（2）to inspect whether the members opening self-managed accounts have the prescribed self-operations qualification；

　　（3）to ask the members to compile monthly securities inventory⁵⁴ statement and submit the same to the stock exchange before the 5th of the following month；

　　（4）to work out specific risk control measures for self-operations and submit the same to CSSCC for the record；

　　（5）to submit reports on the status of self-managed securities business of all members ending on the said dates to CSSCC within 30 days after June 30 and December 31 every year； and

　　（6）other matters relating to supervision and administration.

　　Article 46 A stock exchange should work out detailed provisions on securities buying and selling business by members for clients in the business rules and exercise the following supervision and administration：

　　（1）to determine the format⁹ of the agency agreement to be signed by a member and a client and examine the legitimacy⁵⁵ of its contents；

　　（2）to work out the procedures and responsibilities in accepting the entrustment of a client and make sample survey of the status on the implementation of the entrustment of the clients； and

　　（3）to ask the members to submit a report on their trading business and clients' complaints within 5 days after every month. The format of the report and the contents shall be promulgated by the stock exchange upon approval of CSSCC.

　　Article 47 A stock exchange should make sample or comprehensive inspection⁵⁶ over the members' financial status， internal risk control system and compliance⁵⁷ with the relevant state regulations and business rules of the stock exchange， and report the results of inspection to CSSCC.

　　Article 48 A stock exchange has the power to ask the members to provide business-related statements， account books， trading records as well as other documents and materials.

　　Article 49 Members of a stock exchange should accept the supervision and administration of the stock exchange and report relevant questions on their own initiative.

　　Article 50 A stock exchange may impose sanctions on the members for acts in violation of regulations pursuant to the articles of association and business rules of the stock exchange.

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