Article 1 In order to promote the standardized development of credit rating business in the securities market, improve the efficiency and transparency of the securities market, and protect the legitimate rights and interests of investors and public interests, these Measures are formulated in accordance with the Securities Law.

Article 2 Credit rating agencies engaged in the credit rating business in the securities market (hereinafter referred to as the securities rating business) shall apply to the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) for obtaining a securities rating business license in accordance with the provisions of these Measures. No unit or individual may engage in securities rating business without obtaining the securities rating business license of China Securities Regulatory Commission.

The term "securities rating business" as mentioned in these Measures refers to providing credit rating services for the following rating objects:

(1) Bonds, asset-backed securities and other fixed-income or debt-based structured financing securities legally approved by the China Securities Regulatory Commission;

(2) Fixed-income or debt-based structured financing securities such as bonds and asset-backed securities other than treasury bonds listed and traded on stock exchanges;

Issuers, listed companies, unlisted public companies, securities companies and securities investment fund management companies of the securities specified in Items (1) and (2) of this paragraph;

(4) Other rating targets as stipulated by the China Securities Regulatory Commission.

Article 3 Credit rating agencies licensed by China Securities Regulatory Commission (hereinafter referred to as securities rating agencies) shall follow the principles of independence, objectivity and impartiality when engaging in securities rating business.

Article 4 Securities rating agencies shall follow the principle of consistency when engaging in securities rating business, and adopt consistent rating standards and working procedures when rating the same class of rating objects or tracking the rating of the same rating object. If the rating standard is adjusted, it shall be fully disclosed.

Article 5 Securities rating agencies engaged in securities rating business shall formulate scientific rating methods and perfect quality control system, abide by industry norms, professional ethics and business rules, be diligent and conscientious, and make careful analysis.

Article 6 The China Securities Regulatory Commission and its dispatched offices shall supervise and manage the securities rating business activities according to law.

China Securities Association conducts self-discipline management of securities rating business activities according to law.

Chapter II Business License

Article 7 A credit rating agency applying for a securities rating business license shall meet the following conditions:

(1) It is qualified as a legal person in China, and its paid-in capital and net assets are not less than 20 million yuan.

(two) at least three senior managers who meet the requirements of these measures; There shall be no less than 20 rating practitioners with securities qualification, including no less than 65,438+00 rating practitioners with more than 3 years of credit rating experience and no less than 3 rating practitioners with the qualification of certified public accountants in China.

(3) Having a sound and well-run internal control mechanism and management system.

(4) Having a sound business system, including credit rating classification and definition, rating standards, rating procedures, rating committee system, rating result announcement system, tracking rating system, information confidentiality system and securities rating business file management system.

(5) It has not received criminal punishment in the last five years, has not received administrative punishment for illegal business operation in the last three years, and is not under investigation for suspected illegal business operation or crime.

(6) It has no bad credit record in tax, industry and commerce, finance and other administrative organs, self-regulatory organizations, commercial banks and other institutions in the last three years.

(seven) other conditions stipulated by the China Securities Regulatory Commission on the basis of protecting investors and safeguarding public interests.

Article 8 A senior manager of a credit rating agency in charge of securities rating business shall meet the following conditions:

(a) to obtain the qualification of securities business;

(2) Being familiar with the professional knowledge and legal knowledge related to the credit rating business, having the management ability and organization and coordination ability required to perform their duties, and having passed the qualification examination for senior managers of the securities rating business;

(3) There is no prohibition of employment as stipulated in the Company Law and the Securities Law;

(4) It has not been banned from the market by the financial regulatory agency, or the ban period has expired;

(5) It has not been subjected to administrative punishment for illegal business operations in the last three years, and there is no situation under investigation for suspected illegal business operations or crimes;

(six) good faith, good conduct, in the last three years in the tax, industry and commerce, finance and other administrative organs, as well as self-regulatory organizations, commercial banks and other institutions without bad credit records.

Foreigners who hold the positions specified in the preceding paragraph shall also work in China or Hongkong and Macao for not less than 3 years.

Article 9 A credit rating agency applying for a securities rating business license shall submit the following materials to the China Securities Regulatory Commission:

(1) An application report;

(2) A copy of the business license of the enterprise as a legal person;

(3) Articles of association;

(4) The list of shareholders, the amount, mode, proportion and background materials of their contributions, and whether there is any relationship between shareholders;

(5) Financial reports audited by accounting firms with securities and futures-related business qualifications;

(6) explanations of senior managers and rating practitioners and their supporting documents;

(seven) internal control mechanism, management system and its implementation;

(eight) the business system and its implementation;

(nine) other materials as prescribed by the China Securities Regulatory Commission.

Article 10 The China Securities Regulatory Commission shall, in accordance with the statutory conditions and procedures, the principle of prudent supervision, and fully consider the needs of market development and fair competition in the industry, examine and make a decision on the application for securities rating business license by credit rating agencies.

Chapter III Business Rules

Article 11 A securities rating agency shall, within 20 days from the date of obtaining the securities rating business license, report its credit rating classification and definition, rating methods and rating procedures to China Securities Association for the record, and make an announcement to the public through the websites of China Securities Association, this agency and other public media.

If the classification and definition of credit rating, rating method and rating procedure are adjusted, it shall be filed and announced in time.

Article 12 A securities rating agency shall not accept the entrustment to engage in securities rating business if it has the following interests with the rating object:

(1) The securities rating agency is controlled by the same actual controller as the rating agency or the issuer of the rated securities;

(2) The same shareholder holds more than 5% of the shares of the securities rating agency, the rated agency or the rated securities issuer;

(3) The rated institution or the issuer of rated securities and its actual controller directly or indirectly hold more than 5% of the shares of the securities rating institution;

(4) The securities rating agency and its actual controller directly or indirectly hold more than 5% of the shares of the issuer of the rated securities or the rated agency;

(5) The securities rating agencies and their actual controllers buy and sell the rated securities within 6 months before conducting the securities rating business;

(six) other circumstances identified by the China Securities Regulatory Commission on the basis of protecting investors and safeguarding public interests.

Article 13 A securities rating agency shall establish an avoidance system. Members of the rating committee of a securities rating agency and rating practitioners shall avoid any of the following situations in the securities rating business:

(1) I or my immediate family members hold more than 5% of the shares of the rated institution or the rated securities issuer, or are the actual controllers of the rated institution or the rated securities issuer;

(2) Being a director, supervisor or senior manager of a rating agency or issuer of rated securities.

(3) I and my immediate family members are responsible persons or project signatories of securities service institutions such as accounting firms, law firms and financial consultants employed by rated institutions or rated securities issuers;

(4) I or my immediate family members hold rated securities or the amount of securities issued by rating agencies exceeds 500,000 yuan, or have transactions with rating agencies or issuers of rated securities totaling more than 500,000 yuan;

(5) Other circumstances that the China Securities Regulatory Commission considers affect the principles of independence, objectivity and impartiality.

Article 14 A securities rating agency shall establish a clear and reasonable organizational structure, rationally divide the functions of its internal agencies, establish and improve a firewall system, and the business departments engaged in securities rating business shall be independent from other business departments.

The personnel assessment and salary system of securities rating agencies shall not affect the rating practitioners to carry out their business on the principles of independence, objectivity, fairness and consistency.

The securities rating agency shall designate a special person to check the legal compliance of the securities rating business and report to the dispatched office of the China Securities Regulatory Commission where it is registered.

Fifteenth securities rating agencies to carry out securities rating business, should set up a project team, the project team leader should be qualified for securities business and engaged in credit rating business for more than 3 years.

The project team inspects and analyzes the rated objects, forms a preliminary evaluation report, and checks and verifies the authenticity, accuracy and completeness of the documents and materials on which it is based.

Article 16 A securities rating agency shall establish a rating committee system, which is the highest institution to determine the credit rating of the rating object.

The rating committee shall review the preliminary evaluation report submitted by the project team, make a resolution and determine the credit rating.

Article 17 A securities rating agency shall establish a re-evaluation system. When a securities rating agency accepts the entrustment to carry out securities rating business, it shall inform the rated agency or the rated securities issuer of the credit rating after determining the credit rating. If the rated institution or the rated securities issuer has any objection to the credit rating, it may apply for 1 re-evaluation.

Where a securities rating agency accepts an application for re-evaluation, it shall convene a meeting of the rating committee for re-evaluation and make a resolution to determine the final credit rating.

Article 18 A securities rating agency shall establish a system for publishing rating results.

The rating results shall include the credit rating and rating report of the rating object. The rating report shall use concise and clear language, clearly state the credit rating of the rating object, and be signed by the senior management personnel who meet the requirements of these Measures.

Article 19 A securities rating agency shall establish a tracking rating system. The securities rating agency shall clearly stipulate the tracking of rating items in the first rating report issued by the rating object. During the effective existence of the rating object, the securities rating agency shall track the major changes in the policy environment, industry risks, business strategies, financial status and other factors of the rating object, timely analyze the impact of these changes on the credit rating of the rating object, and issue regular or irregular follow-up rating reports.

Article 20 If the rated institution or the rated securities issuer disagrees with the rating report issued by the securities rating agency entrusted by it and entrusts other securities rating agencies to issue rating reports, the original entrusted securities rating agency and the current entrusted securities rating agency shall simultaneously announce the rating results.

Article 21 A securities rating agency shall use effective statistical methods to verify the accuracy and stability of the rating results, and publish the statistical results to the public through the websites of China Securities Association and this agency.

Twenty-second securities rating agencies should establish a security system for securities rating business information. For state secrets, commercial secrets and personal privacy known in securities rating business activities, securities rating agencies and their employees shall fulfill their confidentiality obligations according to law.

Twenty-third securities rating agencies should establish a securities rating business file management system. Business files shall include the power of attorney, original materials, working papers, preliminary evaluation reports, rating reports, voting opinions of rating committees and minutes of meetings, tracking rating data, tracking rating reports, etc.

Business files shall be kept for 5 years after the expiration of the rating contract, or for 5 years after the expiration of the rating object. The retention period of business files shall not be less than 10 year.

Article 24 A securities rating agency shall establish a training system for securities rating practitioners and managers, carry out training activities, and take effective measures to improve the professional ethics and professional level of personnel.

Chapter IV Supervision and Administration

Article 25 The directors, supervisors, senior managers and rating practitioners of a securities rating agency shall not work part-time in the rated agency or the rated securities issuer in any way.

Article 26 Directors, supervisors and senior managers of securities rating agencies shall not invest in other securities rating agencies.

Twenty-seventh securities rating agencies shall, within 5 working days from the date of the following changes, report to the dispatched office of China Securities Regulatory Commission for the record:

(a) the name and domicile of the institution;

(2) Directors, supervisors and senior managers;

(three) the actual controller, shareholders holding more than 5%;

(4) Internal control mechanism, management system and business system;

(5) Other matters stipulated by the China Securities Regulatory Commission.

Article 28 A securities rating agency shall not alter, resell, lease or lend the securities rating business license, or illegally transfer the securities rating business license in other forms.

Article 29 A securities rating agency shall not provide financing or guarantee for others.

The actual controllers, shareholders, directors, supervisors and senior managers of securities rating agencies shall abide by laws and regulations and shall not engage in activities that damage the legitimate rights and interests of securities rating agencies and their rating targets.

Article 30 A securities rating agency shall, within 4 months after the end of each fiscal year, submit an annual report to the dispatched office of the China Securities Regulatory Commission where it is registered. The annual report shall include the basic information, operating conditions, financial and accounting reports audited by accounting firms with securities and futures-related business qualifications, major litigation matters, accuracy and stability statistics of rating results, etc. Directors and senior managers of securities rating agencies shall sign written confirmation opinions on the annual report; If there is any objection to the contents of the report, it shall indicate the opinions and reasons.

A securities rating agency shall submit a quarterly report containing operating conditions, financial data and other contents to the dispatched office of China Securities Regulatory Commission within 65,438+00 working days after the end of each quarter.

When a securities rating agency has a major event that affects or may affect its operation and management, it shall immediately submit an interim report to the dispatched office of the China Securities Regulatory Commission where it is registered, explaining the causes, current situation and possible consequences of the event.

Article 31 The dispatched offices of the China Securities Regulatory Commission shall conduct off-site inspection or on-site inspection on the internal control, management system, operation status, risk status, business activities and financial status of securities rating agencies.

Securities rating agencies and their relevant personnel shall cooperate with the inspection, and the information and materials provided shall be true, accurate and complete.

Article 32 Where a securities rating agency and its employees violate the provisions of these Measures, the dispatched office of the China Securities Regulatory Commission shall send a warning letter to the securities rating agency, conduct supervision talks with its responsible person or senior management personnel, and order them to make rectification within a time limit.

If the securities rating agency fails to make corrections within the time limit, the China Securities Regulatory Commission may issue a rating report without any reason.

Article 33 Where a securities rating agency no longer meets the licensing requirements for securities rating business, it shall immediately report in writing to the dispatched office of China Securities Regulatory Commission where it is registered, and make an announcement according to law. The dispatched office of China Securities Regulatory Commission shall order rectification within a time limit, and shall not engage in securities rating business during the rectification period. If it still fails to meet the requirements within the time limit, the China Securities Regulatory Commission shall revoke the securities rating business license according to law.

If the senior managers of securities rating agencies do not meet the prescribed conditions, they shall be replaced within a time limit. If it is not replaced within the time limit, the dispatched office of China Securities Regulatory Commission shall order the securities rating agencies to make rectification, and shall not engage in securities rating business during the rectification period.

Thirty-fourth securities rating agencies should join the China Securities Association.

China Securities Industry Association shall formulate the self-discipline standards and practice norms of securities rating agencies, and impose disciplinary sanctions on acts that violate the self-discipline standards and practice norms.

China Securities Industry Association shall establish a database and integrity files of securities rating agencies and their employees engaged in securities rating business.

Chapter V Legal Liability

Article 35 Anyone who engages in securities rating business without obtaining the securities rating business license of China Securities Regulatory Commission shall be dealt with in accordance with the provisions of the second paragraph of Article 226 of the Securities Law.

Article 36 Where a securities rating agency and its employees fail to perform their duties diligently and the documents issued contain false records, misleading statements or major omissions, they shall be dealt with in accordance with the provisions of Article 223 of the Securities Law.

Article 37 Employees of securities rating agencies who intentionally provide false information to trick investors into buying and selling securities shall be dealt with in accordance with the provisions of Article 200 of the Securities Law.

Article 38 Whoever, in violation of the provisions of these Measures, hires a person who does not have the post qualification or securities practice qualification shall be dealt with in accordance with the provisions of Article 198 of the Securities Law.

Article 39 Where a securities rating agency fails to keep relevant documents and materials in accordance with the provisions of these Measures, it shall be handled in accordance with the provisions of Article 225 of the Securities Law.

Article 40 Whoever uses the securities rating business to conduct insider trading shall be dealt with in accordance with the provisions of Article 202 of the Securities Law.

Article 41 If a securities rating agency commits any of the following acts, it shall be ordered to make corrections, given a warning, and fined between 654.38 million yuan and 30,000 yuan; Give a warning to the directly responsible person in charge and other directly responsible personnel, and impose a fine of more than 30,000 yuan 1 10,000 yuan; If the circumstances are serious or refuse to correct, it shall be handled in accordance with the provisions of the third paragraph of Article 226th of the Securities Law:

(1) Violating the avoidance system or the conflict of interest prevention system;

(2) Violating the information confidentiality system;

(3) Failing to conduct tracking rating in accordance with the provisions of these Measures.

(4) Failing to disclose information in accordance with the provisions of these Measures, or failing to verify the authenticity, accuracy and completeness of the documents and materials on which it is based;

(5) Altering, reselling, leasing or lending the securities rating business license, or illegally transferring the securities rating business license in other forms.

(six) in violation of the provisions of these measures, refusing to submit or provide business management information and materials, or submitting or providing business management information and materials with false records, misleading statements or major omissions;

(seven) promised to give a high-grade credit rating, belittle and slander other securities rating agencies, rating practitioners and other acts of unfair competition;

(eight) the internal control mechanism, management system and business system are not perfect, the implementation is not standardized, and refuses to correct;

(9) Providing financing or guarantee for others;

(10) Directors, supervisors and senior managers invest in other securities rating agencies.

Chapter VI Supplementary Provisions

Forty-second credit rating agencies engaged in futures-related credit rating activities, with reference to these measures.

Article 43 These Measures shall come into force as of September 6, 2007.