Article 2 The OTC securities business refers to the securities business carried out outside Shanghai, Shenzhen Stock Exchange [Weibo], futures exchange and the national share transfer system for small and medium-sized enterprises, including but not limited to the following OTC securities business:
(1) OTC securities trading and recommendation.
(2) OTC securities asset financing business;
(3) Backstage and technical service outsourcing services such as technical system, registration custody settlement and third-party interface of OTC securities business;
(4) Off-site self-operation and market-making business;
(5) introduction of securities traded on the OTC market.
(6) OTC securities investment consulting business;
(7) OTC securities financial consulting business;
(8) Securities brokerage business for over-the-counter trading.
(9) Credit rating of securities products traded on the OTC market.
(10) Internet non-public equity financing;
(11) Credit enhancement business in the over-the-counter securities market.
(12) Information service for OTC securities trading.
(13) OTC financial derivatives;
(14) Other over-the-counter trading businesses that the securities regulatory agency or self-regulatory organization deems necessary for filing according to the development of over-the-counter trading business.
Article 3 The securities companies, securities investment fund companies, futures companies, securities investment consulting institutions and private fund managers engaged in the over-the-counter trading of securities as stipulated in Article 2 of these Measures, as well as the institutions required by the securities regulatory authorities or self-regulatory organizations to file with the Association (hereinafter referred to as filing institutions), shall file their over-the-counter trading of securities in accordance with these Measures.
Where a wholly-owned subsidiary newly established by the filing institution engages in the OTC securities trading business as stipulated in Article 2 of these Measures, it shall submit relevant information as a change, and the responsible subject of the information shall be transferred accordingly.
Article 4 The Association shall carry out the filing of OTC securities business in accordance with the principles of fairness, justice, simplicity and efficiency.
Acceptance of filing does not mean that the association guarantees and judges the investment value and risk of the OTC securities business, nor can it exempt the filing institution from the legal responsibility of disclosing the OTC securities business information in a true, compliant, accurate, complete and timely manner. Article 5 A reporting institution shall meet the following conditions when handling OTC securities trading business:
(1) The corporate governance system is sound, the decision-making and authorization system is clear, and the relevant internal management system is complete;
(2) Having the capital strength, professionals and technical systems suitable for the relevant OTC securities business.
(3) It has a risk control mechanism, which can effectively prevent behaviors such as interest transfer, unfair trade and market manipulation;
(4) Having perfect investor education and measures to protect investors' rights and interests;
(5) Other requirements of the Association.
Article 6 The filing institution shall, in accordance with laws and regulations, self-discipline rules or contractual stipulations, supervise the information disclosure obligor to disclose the information and risks of OTC securities business in a timely, comprehensive and accurate manner. It is strictly forbidden to conceal relevant information and introduce inappropriate business to investors.
Seventh filing institutions and their employees shall strictly abide by professional ethics and prohibit the following acts:
(1) defrauding customers;
(2) benefit transfer;
(3) manipulating the market;
(4) Unfair transactions;
(5) Unfair competition;
(6) evading the obligation of information disclosure;
(seven) other illegal acts. Article 8 The SFC receives the application materials through the OTC trading application system.
Article 9 A filing institution shall submit the following materials within one month from the date of the first filing of a business to complete the first filing of the business:
(a) filing application form and letter of commitment;
(2) A statement on the business of trading securities on the OTC market.
(3) Internal management systems related to OTC securities business, including but not limited to internal control, risk control, compliance, investor protection and other systems;
(4) Other materials required by the Association.
The filing materials shall be stamped with the official seal of the filing institution or signed or sealed by the legal representative of the filing institution.
If the OTC securities business has been filed with the regulatory authorities or other self-regulatory organizations, the filing institution only needs to fill in the basic information in the filing application form. Where the articles of association have special provisions on the filing of a certain business, such provisions shall prevail.
If the filing institution has multiple businesses that should be filed, it shall fill in the filing application form and the business description of OTC securities trading respectively according to the business. If the internal management system is applicable to multiple OTC securities businesses at the same time, it only needs to be submitted once when the first business is filed for the first time. When there are multiple filing entities in the same business, each party shall clearly stipulate in the agreement that one party is the responsible party for filing. Where the filing information is changed, the filing institution shall submit the relevant change information in the next month's report after the change.
Article 10 The Association shall review the completeness and compliance of the filing materials. Audit contents include but are not limited to:
(a) whether the filing materials are complete;
(2) Whether the OTC securities trading business violates the provisions of the China Securities Regulatory Commission and other relevant government departments and associations.
(3) Whether the OTC securities business carried out by the filing institution meets the business development conditions stipulated in these Measures, laws and regulations and relevant self-discipline rules.
Eleventh enterprises for the first time, the enterprise filing materials are not complete, the association within 5 working days after receiving the filing materials, one-time inform the filing institution to make corrections. If the association fails to put forward the requirements for material correction or other problems within 5 working days, it shall be deemed as accepting the record. The association shall publish the over-the-counter securities business of the filing institution that has completed the filing on its website.
Article 12 A reporting institution shall perform the following reporting obligations when handling OTC securities trading business:
(1) The filing institution shall submit the scale, business list and basic information of the OTC securities business last month before 10 every month, and submit the annual report of the OTC securities business of the previous year before April 30 every year, except that the relevant contents have been submitted to the regulatory authorities or other self-regulatory organizations.
(2) When an event occurs that affects the normal development of OTC securities business and may cause abnormal heavy losses to investors, the filing institution shall submit a major event report in time afterwards.
(3) Where the OTC securities business is issued, expires or its expiration date is changed or extended, relevant reports shall be submitted within five working days after the fact. When the filing institution makes changes or extensions, it shall make reasonable arrangements in accordance with the relevant provisions and shall not harm the legitimate rights and interests of investors. Article 13 An association shall establish an inspection system for OTC securities trading. The filing institution and relevant personnel shall cooperate with the inspection of the Association.
Article 14 The FSC shall check the suitability of investors in the OTC securities business, including but not limited to:
(a) whether the filing institution has established and implemented the investor suitability management system in accordance with the requirements of laws, regulations and self-discipline rules;
(2) Whether the filing institution has screened the risk tolerance of investors selling their own products, and whether the risk tolerance of investors matches the risk level of OTC securities business. Whether the filing institution has made arrangements for investor risk screening with its product agency;
(3) Whether the marketing materials for OTC securities trading are objective, true and accurate, and there is no false or misleading information. Whether the risk disclosure book specifically reveals the main risk characteristics of OTC securities business and its possible consequences, and is signed by the customer for confirmation.
(4) Whether the filing institution has disclosed information disclosure documents such as the specifications of OTC products or services, possible conflicts of interest between the company and investors, and other information that helps investors to understand, analyze and judge the business.
Article 15 The Association shall inspect the information disclosure of OTC securities business, including but not limited to:
(1) Whether the contents, methods, responsibilities and channels of OTC securities business information disclosure are clear;
(2) Whether the information disclosure obligor promises to disclose the information related to OTC securities business in a true, compliant, accurate, complete and timely manner, and ensures that there are no false records, misleading statements or major omissions.
(3) Whether the information disclosure of OTC securities business is timely, sufficient and accurate as required.
Article 16 The Association shall check the corporate governance of filing institutions related to OTC securities trading, including but not limited to:
(1) Whether the corporate governance, decision-making authorization mechanism and internal control system of the filing institution match the relevant OTC securities business;
(2) Whether the filing institution has the capital strength, professionals and technical systems corresponding to the OTC securities business;
(3) Whether the filing institution has any behaviors such as interest transfer, unfair trade and market manipulation. In the process of engaging in OTC securities business, whether it conforms to professional norms and whether it adheres to the professional bottom line.
Article 17 If the filing institution fails to conduct business filing, information submission or inspection as required, and finds other violations, the association may interview its business supervisor or principal responsible person according to the seriousness of the case and request rectification within a time limit.
After rectification on schedule, the filing institution shall submit a rectification report to the Association. If it meets the requirements after inspection, the association will confirm it within 5 working days.
Article 18 The Association shall establish a blacklist system for OTC securities business (hereinafter referred to as "blacklist"), and according to the provisions of these Measures, record-keeping institutions and relevant personnel who seriously violate the rules shall be blacklisted. The blacklist is published on the website of the association and recorded in the credit system as required.
(1) If the filing institution violates Articles 3, 5, 6, 7, 12 and 13 of these Measures 1 time and fails to complete the rectification as required, the Association will blacklist it for 6 months;
(2) If the filing institution violates the same provision in Item (1) of this article twice, the Association will blacklist it 12 months;
(3) If the filing institution violates the same provision in Item (1) of this article for three times, the Association will blacklist it for 24 months;
(4) If the filing institution violates the same provision in Item (1) of this article for more than four times, or violates other provisions if the circumstances are particularly serious, the Association will permanently blacklist it.
If the filing institution violates the above provisions at the same time, the violations shall be counted separately and not combined.
Article 19 The filing institution shall, within five working days after being blacklisted, publish a "risk warning announcement" on the media designated by the China Securities Regulatory Commission, and always publicize the "risk warning information" of the business on the relevant pages of its official website within the validity period of the blacklist, and shall not conduct the same over-the-counter securities business again. If it is permanently blacklisted, the filing institution shall immediately clean up the existing business under the premise of protecting the interests of investors, and determine the cleaning method, time limit, business undertaking and related follow-up arrangements, and shall not newly carry out the same OTC securities business.
After the expiration of the blacklist, the filing institution shall submit a report on the correction of violations. In violation of Article 3 and Article 12 of these Measures, if the first business filing or continuous information submission is not completed, the filing institution shall complete the relevant business filing or information submission in accordance with the procedures specified in these Measures.
The Association may report to the China Securities Regulatory Commission and submit it to the China Securities Regulatory Commission for investigation if it finds that the institution engages in OTC securities business without filing, or finds that the filing institution should report but fails to report, or finds that the filing institution newly develops relevant OTC securities business within the validity period of the blacklist.
Article 20 The retention period of filing information shall not be less than 10 year. The association shall, according to the regulatory needs, share information with the China Securities Regulatory Commission, its dispatched offices and relevant self-regulatory organizations. On the premise of legal compliance, the association can disclose the filing information to the public for the public to inquire conditionally.
Article 21 The staff of the Association shall earnestly perform their duties of filing management, and shall not practice favoritism, neglect their duties or deliberately make things difficult for filing institutions, and shall not disclose filing information in violation of regulations. If any staff member of the Association violates this article and relevant regulations, the Association will give disciplinary action. Article 22 The FSC shall, in accordance with regulations, formulate reporting criteria for special OTC securities business. CSI Inter-agency Quotation System Co., Ltd. (hereinafter referred to as "Quotation System") is responsible for the management of the OTC securities business declaration system, and formulates the declaration format guidelines for different OTC securities businesses. The filing guide and the filing format guide have the same effect as these measures.
Article 23 Where a reporting institution handles the OTC trading of securities through the quotation system, it shall be deemed that it has reported to the Association and completed its reporting obligations.
Measures for the record management of the market management institutions of regional stock exchanges, other financial institutions and Internet companies engaged in financial business engaged in securities over-the-counter trading business as stipulated in Article 2 of these Measures shall be formulated separately.
Twenty-fourth filing institutions can apply to join the association and become members of the association.
Article 25 The Association shall be responsible for the interpretation and revision of these Measures. These Measures shall come into force on September 20th, 20 15.