In order to promote the securities practitioners to improve their professional ethics and ability and adapt to the new situation and requirements of the development of the capital market, we have formulated the Outline of the General Qualification Examination for Securities Practitioners (202 1), which includes two subjects: the basic laws and regulations of the securities market and the basic knowledge of the financial market. It is hereby promulgated and shall come into force as of the date of promulgation.
Chapter I Basic Laws and Regulations of the Securities Market
Section 1 System of Securities Market Laws and Regulations
Understand the concept and characteristics of law; Understand the concept, characteristics, types and basic composition of legal relationship; Familiar with the laws and regulations system of the main levels of the securities market; Understand the main laws and regulations of securities markets at all levels.
Section 2 Company Law
Master the type of company; Familiar with the concept of enterprise property rights; Familiar with the provisions of the company's business policy; Familiar with the legal status of branches and subsidiaries; Understand the company's establishment method and requirements for establishment registration; Understand the contents of the articles of association; Familiar with the company's foreign investment and guarantee laws and regulations; Familiar with the provisions prohibiting shareholders from abusing their rights.
Understand the establishment and organization of limited liability companies; Familiar with the registered capital system of limited liability companies; Familiar with the functions and powers of shareholders' meeting, board of directors and board of supervisors of limited liability companies; Master the relevant provisions on equity transfer of limited liability companies.
Master the methods and procedures for establishing a joint stock limited company; Familiar with the organizational structure of joint stock limited company; Familiar with the stock issuance of joint stock limited companies; Familiar with the relevant regulations on share transfer of joint stock limited companies and the special regulations on the organization of listed companies.
Understand the obligations and responsibilities of directors, supervisors and senior managers; Master the basic requirements and contents of the company's financial accounting system; Understand the types and procedures of company merger and division; Familiar with the concepts and relationships of senior managers, controlling shareholders and actual controllers.
Familiar with the legal responsibilities of falsely reporting registered capital, defrauding company registration, making false capital contribution, withdrawing capital contribution, setting up another accounting book, and making false records in financial accounting reports.
Section 3 Partnership Enterprise Law
Master the concept of partnership; Understand the difference between a partnership and a company; Master the types of partnership enterprises; Master the restrictive requirements of the general partner's subject qualification; Master the form and basic principles of partnership agreement.
Master the conditions for the establishment of a partnership; Familiar with the relevant provisions on division, transfer and disposal of partnership property; Master the important matters that should be unanimously agreed by all partners in the operation of the partnership; Understand the principle of profit distribution and loss sharing of partnership enterprises; Understand the conditions for new partners to join; Master the situation or conditions of partner's withdrawal or expulsion; Master the contents of special general partnership.
Master the names of partners and limited partnerships; Understand the contents of the Limited Partnership Agreement; Master the capital contribution of limited partnership enterprises; Master the implementation of limited partnership affairs; Grasp the particularity of limited partnership; Master the conversion between limited partnership and general partnership.
Understand the reasons for the dissolution of the partnership; Understand the liquidation rules of partnership enterprises; Understand the debt commitment of the partnership after cancellation; Master the main legal responsibilities for violating the partnership enterprise law and partnership agreement.
Section 4 Securities Law
Familiar with the scope of application of securities law; Master the "three public" principles of securities issuance and trading; Master the code of conduct of all parties to the issuance transaction; Master the provisions prohibiting the issuance and trading of securities.
Master the relevant provisions on public offering of securities; Familiar with the types of securities underwriting business and the main contents of underwriting agreements; Familiar with the underwriting syndicate and lead underwriter; Familiar with the sales period of securities; Familiar with consignment system.
Master the conditions, methods and other general provisions of securities trading; Master the conditions for listing securities and the termination of listing transactions; Master insider trading behavior; Familiar with stock market manipulation; Master false statements, misleading information and behaviors that harm the interests of customers.
Master the acquisition methods of listed companies; Familiar with the procedures and rules of acquisition of listed companies.
Master the information disclosure system, regular reports, interim reports and related legal responsibilities.
Master the investor protection system, investor classification, investor protection institutions, bondholders' meetings, litigation rules and related legal responsibilities.
Familiar with the organizational structure, trading rules and risk fund system of securities trading places.
Familiar with the establishment conditions, functions, business rules and securities settlement risk funds of securities registration and settlement institutions.
Familiar with the legal liability for violating the provisions on securities issuance; Familiar with the legal responsibility for violating securities trading regulations; Grasp the legal responsibility of the acquisition of listed companies; Master the legal liability for violating the rules of information disclosure and the legal liability for violating the rules of investor protection; Familiar with the legal responsibility of violating the relevant provisions of the management and personnel management of securities institutions and the legal responsibility of securities institutions.
Section 5 Securities Investment Fund Law
Master the concepts of fund manager, fund custodian and fund share holder, the rights of fund share holder and the responsibilities of fund manager and fund custodian; Understand the conditions for setting up a fund management company; Familiar with the no-entry regulations of fund managers; Master the independence requirements of fund property; The significance of mastering the independence of creditor's rights and debts of fund property.
Familiar with the difference between public offering and non-public offering; Understand how the public offering of funds works; Understand the requirements of qualified investors of non-public offering funds; Understand the investment scope of non-public offering funds; Understand the requirements for the registration of managers of non-public offering funds and the filing of non-public offering funds; Understand the relevant legal responsibilities.
Section 6 Regulations on the Administration of Futures Trading
Master the concept, characteristics and types of futures; Familiar with the duties of futures exchange; Understand the relevant provisions of the member management and internal management system of the futures exchange; Understand the conditions for the establishment of futures companies; Understand the business license system of futures companies; Understand the basic rules of futures trading; Understand the basic contents of futures supervision and management; Understand the provisions of legal liability related to futures.
Section 7 Regulations on Supervision and Administration of Securities Companies
Familiar with the provisions of securities companies to operate prudently according to law and fulfill the obligation of good faith; Familiar with the provisions prohibiting shareholders and actual controllers of securities companies from abusing their rights to damage the rights and interests of customers; Understand the provisions of shareholders' investment in securities companies; Understand the provisions of becoming a shareholder and actual controller holding more than 5% equity of a securities company; Master the provisions of the business scope of the securities company when it is established; Familiar with the provisions of securities companies to amend important articles of association; Understand the relevant provisions on merger, division, closure, dissolution or bankruptcy of securities companies; Understand the provisions on the establishment, change and cancellation of registration of securities companies and their domestic branches; Familiar with the articles of association of securities companies; Master the business operation regulations of securities companies and their domestic branches; Master the relevant regulations on the management of securities companies opening securities accounts for customers; Familiar with the relevant provisions of customer asset protection; Familiar with the management regulations of customer transaction settlement funds of securities companies; Understand the main contents and requirements of information submission of securities companies.
Understand the main measures taken by securities regulatory agencies to supervise securities companies (monthly and annual reports, information disclosure, inspection, ordering rectification within a time limit and measures that can be taken); Understand the main violations of laws and regulations of securities companies and their penalties.
Section 8 Provisions on Risk Disposal of Securities Companies
Familiar with the relevant provisions of securities companies that need to suspend business for rectification; Familiar with the takeover of securities companies by the State Council Securities Regulatory Authority; Master the requirements, methods and time limit for the administrative restructuring of securities companies by the securities regulatory authorities in the State Council; Familiar with the provisions of the State Council securities regulatory authority to revoke the business license of securities companies according to law; Master the situation, conditions and time limit for the cancellation of securities companies by the securities regulatory authority in the State Council; Understand the different provisions on whether securities companies that need to use the securities investor protection fund apply for bankruptcy liquidation.
Understand the responsibilities that the State Council Securities Regulatory Authority should perform in dealing with the risks of securities companies; Understand the provisions of judicial procedures in the process of risk disposal of securities companies; Understand the provisions of relevant institutions or personnel in the process of risk disposal of securities companies.
Chapter II Management Norms of Securities Operating Institutions
Section 1 Corporate Governance, Internal Control and Compliance Management
Familiar with the basic requirements of securities company governance; Master the relevant requirements of equity management of securities companies; Master the relevant requirements for the board of directors, the board of supervisors and senior managers of securities companies; Familiar with the basic principles of the relationship between securities companies and customers.
Familiar with the basic requirements of internal control of securities companies; Familiar with the main contents of internal control of various businesses of securities companies; Understand the relevant provisions of business innovation of securities companies; Understand the supervision, inspection and evaluation mechanism of internal control of securities companies.
Familiar with the concepts of compliance, compliance management and compliance risk of securities companies; Master the basic principles and requirements of compliance management of securities companies; Familiar with the relevant contents of the basic system of compliance management of securities companies; Master the compliance management responsibilities of the board of directors, the board of supervisors or supervisors of securities companies and the heads of subordinate units; Master the compliance management responsibilities of the staff of securities companies in business activities and practice; Master the provisions of compliance review and inspection of the compliance director of securities companies, as well as the handling of violations of laws and regulations or compliance risks of the company; Familiar with the relevant regulations of the compliance department and compliance management personnel of securities companies; Familiar with the principle of independence of compliance officers and compliance managers of securities companies; Understand the contents and provisions of the compliance report of securities companies; Understand the regulatory measures for securities companies and related personnel in violation of compliance management regulations.
Master the basic principles and confidentiality requirements of securities companies in managing sensitive information; Familiar with the responsibilities of each subject in the establishment and implementation of the information wall system of securities companies; Master the basic code of conduct of people who walk through walls in securities companies; Familiar with the basic requirements of the watch list and restricted list management of securities companies.
Master the concept of classified supervision of securities companies; Familiar with the evaluation index system and evaluation method of classified supervision of securities companies; Familiar with the basic categories of securities companies based on classified supervision requirements.
Section 2 Risk Management
Master the basic provisions of risk control indicators of securities companies; Understand the calculation standard of net capital; Master the net capital standards of securities companies engaged in related securities business; Master the risk control index standards that securities companies should continuously meet; Understand the relevant requirements for securities companies to prepare risk control indicators supervision statements; Understand the regulatory measures related to risk control indicators.
Master the definition of total risk management; Master the content and coverage of the comprehensive risk management system; Understand the requirements of comprehensive risk management culture of securities companies; Master the responsible subject of comprehensive risk management of securities companies; Understand the performance guarantee of chief risk officer and risk management department; Familiar with the requirements of securities companies to bring the risk management of subsidiaries into a unified system; Master the policy and mechanism requirements of risk management of securities companies; Understand the measures that China Securities Industry Association can take to implement self-discipline management for overall risk management of securities companies.
Master the definition of liquidity risk of securities companies; Grasp the goal of liquidity risk management of securities companies; Familiar with the principles of liquidity risk management of securities companies; Understand the organizational structure and responsibilities of liquidity risk management of securities companies; Understand the basic requirements of liquidity risk limit management of securities companies; Understand the basic requirements of financing management of securities companies.
Master the definition and business types of credit risk; Understand the principles that credit risk management should follow; Familiar with the requirements of credit risk management organizational structure; Understand the requirements of credit risk identification, evaluation and control; Understand the relevant provisions of risk monitoring, reporting and early warning.
Section III Investor Suitability Management
Familiar with the basic principles for securities institutions to implement investor suitability; Grasp the information of investors that the operating institutions should know when selling products or providing services to investors; Master the provisions on special protection for ordinary investors; Familiar with the scope of professional investors; Master the main factors that determine the risk tolerance of ordinary investors; Familiar with the factors that should be considered when classifying the risk level of products or services; When investors insist on buying products with a risk level higher than their affordability, they should grasp the responsibilities of operating institutions; Familiar with the prohibition of selling products or providing services by business institutions; Familiar with the information that business institutions should inform before selling products or providing services to ordinary investors; Master the requirements of operating agencies for on-site audio and video traces; Master the regulatory measures for operating institutions that violate the appropriate management regulations.
Section 4 Anti-money Laundering Work of Securities Companies
Master the definition of anti-money laundering; Master the basic requirements of customer identification and the preservation of customer identity data and transaction records; Master the risk assessment of money laundering and terrorist financing and customer classification management requirements; Master the requirements for suspicious transaction reporting and the follow-up control measures for suspicious transaction reporting; Familiar with the procedures and requirements for freezing assets involved in terrorist activities; Master the anti-money laundering confidentiality requirements of securities companies; Familiar with the management requirements of securities companies for domestic and foreign branches and related subsidiaries.
Section 5 Information Technology Management of Securities Companies
Understand the general provisions for securities companies to engage in securities fund business activities by using information technology; Master the power and responsibility distribution mechanism in information technology governance of securities companies; Master the information technology compliance and risk management of securities companies; Master the security management requirements of each link of information system operation of securities companies; Familiar with the data life cycle management mechanism of securities companies; Familiar with the organizational structure, emergency plan, emergency drill and information system backup ability requirements of information technology emergency management of securities companies; Familiar with the division of responsibilities, management requirements, internal quality control mechanism and prohibition requirements, information technology service agreement and confidentiality agreement signing requirements for entrusting information technology service institutions to provide information technology services; Understand the regulatory requirements and measures of information technology management of securities companies.
Chapter III Business Norms of Securities Companies
Section 1 Securities Brokers
Understand the main laws and regulations of brokerage business of securities companies; Familiar with the characteristics of securities brokerage business; Familiar with the main contents of brokerage business marketing management of securities companies, the basic rules, business risks and regulatory requirements such as securities broker system, account management, customer suitability, tripartite deposit of customer transaction settlement funds, transaction entrustment, abnormal transaction behavior management, customer transaction security monitoring, commission management, designated transaction, custody and resale; Master the prohibition of brokerage business; Understand the main contents of risk prevention in brokerage business; Familiar with the regulatory measures of regulatory agencies and the self-regulatory management measures of self-regulatory organizations for brokerage business.
Familiar with the stock range and main trading rules of Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect; Understand the basic requirements of securities fund operating institutions to carry out internal management and business processes related to Hong Kong Stock Connect; Master the positioning of science and technology innovation board and growth enterprise market and the requirements of investor suitability management; Understand the special trading mechanism of science and technology innovation board and growth enterprise market; Master the definition of depositary receipts, the responsibilities of depository institutions and custodians, and the investor protection mechanism; Master the definition of Huluntong and the requirements of investor suitability management; Understand the difference between the business models of Huluntong and Shanghai-Shenzhen-Hong Kong Stock Connect.
Section 2 Securities Investment Consultation
Master the concepts and basic relations of securities investment consulting, securities investment consulting and issuing securities research reports; Master the management requirements of securities investment consulting institutions and personnel; Master the management regulations of securities and futures investment consulting business; Master the relevant provisions of the regulatory authorities on the release of securities research reports; Master the relevant provisions of the regulatory authorities on securities investment consulting business; Master the relevant provisions of securities companies, securities investment consulting institutions and their employees to openly carry out securities investment consulting business activities to the public; Master the relevant provisions on using "stock recommendation software" to engage in securities investment consulting business; Understand the relevant regulations on the use of securities investment consulting services by securities fund operating institutions in Hong Kong.
Master the code of conduct for securities investment consultants; Understand the regulatory measures and self-regulatory management measures of regulatory authorities and self-regulatory organizations on securities investment consulting business.
Section 3 Financial Advisers Related to Securities Trading and Securities Investment Activities
Understand the main laws and regulations such as the acquisition of listed companies and major asset restructuring of listed companies; Master the business license of financial consulting business; Familiar with the business rules of financial consulting business engaged in mergers and acquisitions of listed companies; Familiar with the regulatory requirements and legal responsibilities of financial advisers.
Section 4 Securities Underwriting and Sponsoring
Understand the main laws and regulations of securities companies' issuance and underwriting business; Familiar with the general provisions of securities issuance and listing sponsorship business; Understand the relevant provisions of securities issuance and underwriting information disclosure; Familiar with the regulatory measures of the regulatory authorities on securities issuance and underwriting; Master the legal responsibility for violating the relevant provisions on securities issuance and underwriting.
Section 5 Securities companies' margin financing, securities lending and other credit businesses
Understand the main laws and regulations of credit business of securities companies; Master the basic principles of margin financing and securities lending business management; Understand the conditions for securities companies to apply for margin financing and securities lending business qualifications; Master the account system of margin financing and securities lending business; Familiar with the application of customers in margin trading, customer credit investigation and customer selection criteria; Master the basic contents of margin trading contract and risk disclosure; Familiar with the relevant provisions of creditor's rights guarantee formed by margin financing and securities lending business; Master the management regulations of basic securities, deposits and collateral; Understand the provisions concerning the handling of securities rights and interests in securities lending business; Master the regulatory measures of the regulatory authorities on margin financing and securities lending business; Understand the basic concepts and main rules of refinancing business; Understand the source of funds and securities in refinancing business and the treatment of rights and interests; Understand the basic concepts and main rules of refinancing and securities lending business of science and technology innovation board and growth enterprise market.
Familiar with the main rules of stock pledged repurchase, agreement repurchase and pledged quotation repurchase; Understand the general provisions of risk management, default handling and abnormal transaction handling of stock pledged repurchase, agreement repurchase and pledged quotation repurchase.
Section 6 Self-operation of Securities
Understand the main laws and regulations of securities companies' proprietary business; Master the provisions on the investment scope of proprietary business of securities companies; Understand the decision-making and authorization requirements of securities proprietary business; Master the risk control indicators related to securities proprietary business; Understand the basic requirements of securities proprietary business operation; Master the prohibition of self-operated business; Understand the relevant regulatory requirements for bond trading; Familiar with the regulatory measures and legal responsibilities of securities proprietary business.
Section 7 Management of Securities Assets
Familiar with the legal system and basic requirements for securities companies to carry out asset management business; Master the types of asset management business.
Master the basic principles, product types, appropriateness, internal control requirements, basic responsibilities of financial institutions, consignment requirements, investment scope, fund pool requirements, valuation requirements, prohibition of rigid redemption requirements, classification requirements, channel and nesting requirements, artificial intelligence, regulatory principles, etc.
Understand the basic concepts of large-scale asset management business of securities companies; Understand the standard requirements of asset management business of securities companies.
Master the general provisions of securities asset management business; Master the basic requirements of asset managers, contract signing and agreement content requirements; Master the requirements of raising and promoting the asset management plan, the source of the entrusted assets, etc. Master the conditions for the establishment and transfer of the asset management plan; Master the rights and obligations of investors in asset management business; Master the requirements of asset management plan investment transaction; Master the corresponding requirements for securities companies to participate in asset management plans with their own funds; Familiar with the requirements of related party transactions; Familiar with the circumstances in which the asset management plan should be terminated; Familiar with the custody requirements of asset management business; Master the relevant provisions of the asset management business.
Familiar with the main rules for securities companies to carry out asset securitization business; Understand the main responsibilities of the special plan manager; Understand the general process of establishing and running special plans; Understand the relevant provisions on listing and transfer of asset-backed securities; Familiar with the due diligence provisions of asset securitization business; Understand the relevant requirements of information disclosure of asset-backed securities; Familiar with the negative list of basic assets in asset securitization business.
Understand the relevant regulatory provisions of qualified domestic institutional investor on domestic securities investment and overseas securities investment of qualified foreign institutional investors.
Master the regulatory measures of the regulatory authorities on asset management business; Grasp the legal responsibility of asset management business in violation of relevant regulations.
Section 8 National Share Transfer System Business and Counter Market Business of Securities Companies
Understand the main laws and regulations of the national share transfer system business; Familiar with the general provisions of the national share transfer system business; Master the relevant provisions of the main business of the national share transfer system; Familiar with the regulatory measures of the regulatory authorities on the national share transfer system business; Master the legal responsibility for violating the relevant provisions of the national share transfer system business.
Understand the concepts and basic requirements of over-the-counter trading and over-the-counter trading market of securities companies; Familiar with the types of products that securities companies can issue, sell and transfer in the OTC market; Understand the distribution, sales and transfer methods of OTC products; Familiar with the relevant requirements for signing OTC contracts and property guarantees; Familiar with the relevant requirements of OTC market account, registration, custody and settlement; Familiar with the relevant requirements of internal control system construction, investor suitability management and information disclosure in OTC market; Understand the self-discipline management requirements of counter market business of securities companies.
Section 9 Other businesses
Familiar with the norms and prohibitions of financial products on consignment.
Familiar with the business scope of introduction business between securities companies; Master the business rules and prohibited behaviors of securities companies to carry out intermediary introduction business; Familiar with the supervision measures of intermediary business.
Understand the concept and investment scope of other types of investment business of securities companies; Familiar with the main business rules of other types of investment business of securities companies; Understand the relevant provisions of securities companies to set up subsidiaries to carry out other types of investment business.
Understand the main institutional arrangements of stock option trading; Familiar with the conditions and main business rules for securities companies to carry out stock option business.
Familiar with the trading scope, types and filing management of financial derivatives of securities companies.
Understand the business scope of securities companies participating in the regional equity trading market; Familiar with the relevant provisions of securities companies providing business services in the regional equity trading market; Understand the self-discipline management requirements of securities companies participating in the regional equity trading market.
Chapter IV Typical Illegal Acts and Legal Liabilities in the Securities Market
Section 1 Primary Securities Market
Familiar with the characteristics and legal responsibilities of unauthorized or disguised public offering of securities; Familiar with the constitution of the crime of fraudulently issuing securities, the standard of criminal filing and prosecution and its legal responsibility; Master the constitution of the crime of illegal fund-raising, the standard of filing a case for prosecution, and be familiar with its legal responsibility; Master the determination of administrative responsibility and criminal responsibility for illegal disclosure and non-disclosure of important information; Understand the legal responsibility of changing the use of funds raised by public offering of securities without authorization; Master other typical illegal acts and legal responsibilities of intermediaries.
Section 2 Securities Secondary Market
Master the determination of criminal responsibility for deceiving investors to buy and sell securities and futures contracts; Master the determination of criminal responsibility, civil responsibility and administrative responsibility for using undisclosed information transactions; Grasp the identification of criminal liability, civil liability and administrative liability for insider trading and disclosure of insider information; Master the determination of criminal responsibility, civil responsibility and administrative responsibility for manipulating the securities and futures market; Master the determination of criminal liability, civil liability and administrative liability for making false statements or misleading information in securities trading activities; Familiar with the crime constitution, criminal prosecution standard and legal responsibility of using entrusted property to violate trust.
Chapter V Industry Culture, Professional Ethics and Code of Conduct for Employees
Section 1 Cultural Construction of Securities Industry
Grasp the significance of industry culture construction; Master the cultural concept of the industry; Master the basic requirements of industry culture construction; Familiar with the ten elements of industry culture construction.
Section 2 Provisions on Integrity Practice of Securities Companies and Their Staff
Understand the definition of honest practice; Understand the scope of securities institutions and staff;
Understand the requirements of internal control mechanism for honest practice; Master the prohibition requirements of honest practice; Familiar with administrative supervision measures, self-discipline and disciplinary measures and related legal responsibilities.
Section 3 Integrity Management in the Securities Market
Familiar with the relevant regulations of China Securities Regulatory Commission and China Securities Industry Association on integrity management; Master the implementation object, content, time limit and procedure of measures to prohibit entry into the securities market.
Section 4 Code of Conduct for Employees
Master the scope of professionals engaged in securities business; Familiar with the requirements that securities practitioners should meet; Understand the types of registration of securities practitioners; Understand the registration procedures of securities practitioners; Familiar with the professional norms and codes of conduct of securities practitioners; Master the professional ethics of securities practitioners; Master the rules and disciplinary mechanism for securities practitioners to deal with violations.
Master the requirements for securities companies to engage in brokerage business; Familiar with the behaviors that the relevant personnel engaged in securities brokerage business should not exist; Understand the work that personnel who undertake the responsibilities of technology, compliance management and risk control of securities companies are not allowed to do; Understand the legal responsibilities of those who violate the relevant provisions of brokerage business.
Understand the entrustment relationship between securities brokers and securities companies; Master the scope of practice and prohibited items of securities brokerage marketers.
Understand the relevant provisions of the securities investment fund sales staff; Understand the relevant regulations of the agents engaged in wealth management products.
Master the classification of securities investment consultants; Understand the relevant provisions of the registration management of securities investment consultants; Master the registration requirements of securities investment consultants and securities analysts; Familiar with the prohibition of sexual behavior and legal responsibility of securities investment consultants.
Familiar with the requirements for the sponsor representative; Master the code of practice for sponsor representatives; Familiar with the rights of the sponsor representative and the obligations of the issuer; Grasp the legal responsibility of the sponsor representative for violating relevant regulations or taking regulatory measures.
Familiar with the requirements of financial advisor sponsors; Familiar with the code of conduct of financial advisers and sponsors.
Master the requirements of customer asset management business for investment managers; Familiar with the relevant requirements of asset management investment manager's practice behavior management.
Understand the relevant provisions of securities credit rating business personnel.