In order to regulate the cross-border conversion business of Shanghai Stock Exchange (hereinafter referred to as the Exchange), these Guidelines are formulated in accordance with the Interim Measures for the Listing and Trading of Depositary Receipts Interconnected between Shanghai Stock Exchange and London Stock Exchange (hereinafter referred to as the Interim Measures) and the Guidelines for the Cross-border Conversion Business of Depositary Receipts Interconnected between Shanghai Stock Exchange and London Stock Exchange (hereinafter referred to as the Guidelines for Cross-border Conversion).
The main contents of this Guide include the filing and business management of the entities involved in the cross-border conversion of Chinese depositary receipts, the risk control management of cross-border conversion institutions in China, compliance and internal systems, technical system requirements, the filing and business management of the entities involved in the cross-border conversion of global depositary receipts, etc.
These Guidelines are only for cross-border conversion institutions and related entities to refer to when conducting cross-border conversion of depositary receipts for the interconnection between Shanghai Stock Exchange and London Stock Exchange (hereinafter referred to as Huluntong). Where the contents are inconsistent with the business rules of this Exchange, the Interim Measures, Guidelines for Cross-border Conversion and other relevant rules shall prevail. Our firm will constantly update these guidelines according to the development of cross-border conversion business of Huluntong Depositary Receipts.
Chapter I Overview of Cross-border Exchange Business
Cross-border conversion is a necessary link to connect the Shanghai and London markets. The cross-border conversion business of Huluntong Depositary Receipts mentioned in these Guidelines (hereinafter referred to as cross-border conversion business) is divided into the cross-border conversion business of Huluntong Chinese Depositary Receipts (hereinafter referred to as Chinese Depositary Receipts) and the cross-border conversion business of Huluntong Global Depositary Receipts (hereinafter referred to as global depositary receipts).
Cross-border conversion of Chinese depositary receipts means that domestic securities companies engaged in cross-border conversion of Chinese depositary receipts (hereinafter referred to as China cross-border conversion institutions) buy basic shares in overseas markets or obtain them through other legal means and deliver them to the depository, who will issue corresponding Chinese depositary receipts according to the notice of the custodian and the instructions of China cross-border conversion institutions; Or the depository cancels the corresponding Chinese depositary receipts according to the instructions of the China cross-border conversion institution, and the custodian delivers the corresponding basic shares to the business of the China cross-border conversion institution according to the notice of the depository.
Cross-border conversion of global depositary receipts means that overseas securities institutions engaged in cross-border conversion of global depositary receipts (hereinafter referred to as British cross-border conversion institutions) buy basic shares in the domestic market or obtain them through other legal means and deliver them to the depositary, who will issue corresponding global depositary receipts according to the notice of the custodian and the instructions of the British cross-border conversion institutions; Or the depository cancels the corresponding global depositary receipts according to the instructions of the British cross-border conversion institution, and the custodian delivers the corresponding basic shares to the business of the British cross-border conversion institution according to the notice of the depository.
Chapter II Filing Management of Domestic Cross-border Conversion Institutions
I. Application conditions
Members of this Exchange need to be registered as domestic cross-border conversion institutions when conducting cross-border conversion business of Chinese Depositary Receipts. A member applying to become a domestic cross-border conversion institution shall meet the following conditions:
(1) Having the qualification of securities proprietary business.
(2) Obtaining the qualification of a Chinese depositary receipt market maker.
(3) The classification result of the securities company in the last two years is BBB or above;
(4) Having more than three years of international securities business experience, in which three years of international securities business experience means that a securities company has met one of the following conditions for three consecutive years:
1. Having overseas direct investment experience (excluding Hong Kong, Macao and Taiwan);
2. There are subsidiaries, branches or branches (excluding Hong Kong, Macao and Taiwan) directly or indirectly holding shares in securities brokerage, asset management, investment banking, mortgage financing, futures trading and self-investment abroad;
3. Operating income from engaging in securities business activities abroad (excluding Hong Kong, Macao and Taiwan);
4. Other circumstances that the Exchange considers qualified.
(5) No administrative penalty has been imposed for self-operated business in recent 1 year;
(6) Other conditions stipulated by this Exchange.
Second, the filing application materials
When applying to become a domestic cross-border conversion institution, a member shall submit the following materials to the Exchange through the Huluntong business management system:
(1) Application Form for Cross-border Conversion of Huluntong Chinese Depositary Receipts signed by the legal representative and stamped with the official seal (attachment1);
(2) A copy of the business license with official seal and the qualification certificate of securities proprietary business;
(3) Cross-border conversion business plan and related management systems, including cross-border conversion business plan, internal management system, risk control system and emergency plan (see Annex II "Reference to the Business Plan and Management System for Cross-border Conversion of China Depositary Receipts of Huluntong");
(4) Relevant supporting documents with more than 3 years experience in international securities business;
(5) Description of relevant departments, post settings and personnel of cross-border conversion business (see Annex 3 "Table of Personnel of Cross-border Conversion Business");
(6) Technical system preparation for carrying out cross-border conversion business;
(7) A statement that there was no administrative penalty for self-operated business in the past 1 year;
(8) Other materials as prescribed by this Exchange.
Securities institutions shall submit a list of materials signed and sealed by the legal representative and the main person in charge of cross-border conversion business, and promise in writing at the bottom of the list that the application materials submitted are true, accurate and complete, and will bear corresponding legal responsibilities if there are false records, misleading statements and major omissions. The application materials and list of materials shall be submitted in both electronic and paper versions. The electronic version shall be submitted through Huluntong business management system in the form of compressed file, and the name of the compressed file shall reflect the name of the organization. The paper version shall be submitted as a document. The contents of the electronic version should be consistent with the paper version. In case of conflict, the paper version shall prevail.
Three. Accepting and examining filing applications
If a member who applies for the filing of a domestic cross-border conversion institution submits complete filing application materials, the Exchange will accept it. Where the filing application materials are incomplete or do not meet the requirements, the Exchange shall notify the applicant to make corrections to the filing application materials within 5 trading days after receiving the materials.
The Exchange will review the application materials of members for filing, and carry out relevant inspections as needed (see Annex 4 "Working Paper on Cross-border Conversion Inspection of Chinese Depositary Receipts of Shanghai Stock Exchange"). If a member meets the filing requirements, the Exchange will file the record within 10 trading days after acceptance, and announce the list of China cross-border conversion institutions that have completed the filing to the market.
4. Application for Cross-border Conversion of Specific Chinese Depositary Receipts
After completing the filing of cross-border conversion institutions in China, members should apply to this Exchange for cross-border conversion of one or more specific Chinese depositary receipts. Members applying for cross-border conversion business must have at least 1 specific Chinese depositary receipts.
An application for cross-border conversion of a specific Chinese depositary receipt shall be announced by this Exchange as a market maker of that Chinese depositary receipt, unless otherwise stipulated by this Exchange.
When applying for membership, the Application Form for Cross-border Conversion of Specific Chinese Depositary Receipts of Huluntong (Appendix 5) with official seal and other materials required by the Exchange shall be submitted through Huluntong Business Management System. The name of the submitted documents should reflect the name of the applicant. If more than one document is submitted, it should be uploaded as a compressed document. At the same time, the applicant shall submit the original paper version to the exchange in the form of documents, and the contents of the electronic version shall be consistent with the original paper version. In case of conflict, the paper original shall prevail.
According to the application and the market-making situation of Chinese depositary receipts, the Exchange determines the final list of cross-border conversion institutions of specific Chinese depositary receipts and announces it to the market.
Verb (abbreviation of verb) Change of filing information of cross-border conversion institutions in China
In case of any information (including but not limited to changes in management personnel and major changes in technical systems) in the application materials for filing changes of cross-border conversion institutions, cross-border conversion institutions shall file changes through Huluntong business management system within 2 trading days after the completion of changes.
Where a cross-border transfer institution changes its management personnel, it shall submit an updated cross-border transfer business personnel list (Annex 3) to the Exchange through the Huluntong business management system. The name of the document submitted shall reflect the name of the institution, and the original paper version shall be submitted to the Exchange in the form of a document.
Cross-border conversion institutions that change information such as technical systems shall submit filing documents to the Exchange through the Huluntong business management system. The contents of the filing documents include the changes, contents, dates, reasons and possible impacts. The name of the filing document shall reflect the name of the institution and its changes. If there is more than one filing material, it shall be uploaded in the form of compressed files, and the original paper version shall be submitted to the Exchange by mail.
Six, China cross-border conversion business related information for the record.
Before conducting cross-border conversion business, China cross-border conversion institutions shall report the following information to this Exchange:
(1) Special account for market-making cross-border conversion of securities (hereinafter referred to as special account);
(2) Information of domestic and overseas custodians;
Custody agreements signed with domestic custodians and overseas custodians;
(4) Name and account opening information of members entrusted by the British Stock Exchange;
(5) Other information required to be reported by this Exchange.
Among them, items (1), (2) and (4) are submitted through the Record Form of Cross-border Conversion Information of Huluntong Chinese Depositary Receipts (Annex 6). China cross-border conversion institutions shall send the above-mentioned information filing form and the original electronic version of the custody agreement signed with domestic and foreign custodians to the Exchange in the form of compressed files five trading days before conducting cross-border conversion business. The name of the compressed document shall reflect the name of the institution, and the original paper version shall be submitted to the exchange in the form of a document, and a copy of the custody agreement may be submitted.
Where a domestic cross-border conversion institution changes its special account, it shall submit the Record Form of Special Account Information for Market-making Cross-border Conversion (Annex 7) and the updated Record Form of Cross-border Conversion Information of Chinese Depositary Receipts (Annex 6) to this Exchange in the form of compressed files through Huluntong Business Management System 15 five trading days in advance. The name of the compressed document shall reflect the name of the institution, and the original paper version shall be submitted to the Exchange by mail. Complete the change after confirmation by this exchange.
In case of any change in other filing information specified in the preceding paragraph of the domestic cross-border conversion institution, it shall be filed with this Exchange within 2 trading days after the change is completed. Except for the special account and custody agreement, if the above information is changed for the record, the updated Report Form of Cross-border Conversion Information of China Depositary Receipts of Huluntong shall be submitted to the Exchange through the Huluntong Business Management System (Annex 6); In case of any change in the custody agreement with the domestic custodian or overseas custodian, the updated electronic version of the custody agreement shall be uploaded through Huluntong business management system. The name of the uploaded document should reflect the name of the institution. If the number of uploaded files exceeds 1 file, it shall be uploaded in the form of compressed files, and the original paper version shall be submitted to the Exchange in the form of files, and a copy of the custody agreement may be submitted.
Seven, China cross-border conversion agencies to quit.
The exit management of domestic cross-border conversion institutions includes that domestic cross-border conversion institutions voluntarily apply to terminate the filing of domestic cross-border conversion institutions or voluntarily apply to terminate the cross-border conversion business of specific domestic depositary receipts, and this Exchange terminates the filing of cross-border conversion institutions.
(1) China cross-border conversion institutions voluntarily apply for termination.
Cross-border conversion institutions can choose to voluntarily apply to terminate the filing of their China cross-border conversion institutions or voluntarily apply to terminate the cross-border conversion business of specific Chinese depositary receipts. Voluntary application to terminate the filing of domestic cross-border conversion institutions shall be submitted to the Exchange 15 trading days in advance through the Huluntong business management system with the official seal (Annex 8). The name of the uploaded document shall reflect the name of the institution, and the original paper version shall be submitted to the Exchange in the form of a document, which shall be terminated after confirmation and announcement by the Exchange.
Voluntary application to terminate the cross-border conversion business of specific Chinese depositary receipts shall be submitted to the Exchange 15 trading days in advance with the official seal "Application Form for Termination of Cross-border Conversion Business of Specific Chinese Depositary Receipts by Huluntong China Cross-border Conversion Agency" (Annex 9). The name of the uploaded document shall reflect the name of the institution, and the original paper version shall be submitted to the Exchange in the form of a document, which shall be terminated after confirmation and announcement by the Exchange.
(2) The Exchange terminates the filing of cross-border conversion institutions.
Under any of the following circumstances, the Exchange may terminate the filing of domestic cross-border conversion institutions and make an announcement to the market:
1. Any Chinese Depositary Receipts will no longer carry out cross-border conversion business;
2. It no longer meets the filing conditions stipulated in Items (1) to (3) of Article 6 of the Guidelines for Cross-border Conversion;
3. Self-regulatory measures, disciplinary actions, administrative regulatory measures or administrative penalties have been taken in the cross-border conversion business in recent 1 year;
4. According to the Interim Measures and other relevant regulations, the Exchange terminates the filing of domestic cross-border conversion institutions;
5. Other circumstances that the Exchange thinks should be terminated.
If the third item mentioned above is terminated by the cross-border conversion institution of this Exchange, it shall not apply for re-filing as a domestic cross-border conversion institution within 1 year.
Chapter III Management of Cross-border Conversion of Domestic Depositary Receipts
Domestic cross-border conversion institutions shall carry out cross-border conversion business in accordance with the Interim Measures, Guidelines for Cross-border Conversion and other relevant rules, and carry out continuous management of cross-border conversion business.
I. British cooperative securities institutions
Members of the London Stock Exchange (hereinafter referred to as the Exchange) entrusted by China cross-border conversion institutions to conduct overseas basic stock trading and related investment business shall be full-service members of the Exchange and have relevant business authority.
Second, the initial generation
Before the listing of Chinese Depositary Receipts, China cross-border conversion institutions can make initial generation with their own funds or by accepting the entrustment of investors (hereinafter referred to as qualified investors) who meet the requirements of appropriate management according to the Interim Measures, the Guidelines for Cross-border Conversion and other business rules of this Exchange, as well as the prospectus, depository agreement and announcement of initial generation.
The sponsor shall formulate an initial power generation plan and submit it to the exchange in advance. The sponsor shall organize the initial generation according to the plan, effectively supervise the compliance and fairness of relevant business activities, and ensure that there is no act of seeking illegitimate interests during the initial generation. The issuer or its entrusted sponsor shall determine the start and end dates of the initial generation stage.
The issuer shall disclose the initial public announcement on the website of this Exchange, and the contents of the announcement shall include the China cross-border conversion institution (the China cross-border conversion institution shall have completed the filing of the cross-border conversion institution) and the specific arrangements for the initial public offering. (For specific requirements, please refer to Annex/10 XXXX (name of issuer) Announcement on Initial Issuance of Chinese Depositary Receipts. )
China cross-border conversion institutions participating in the IPO can generate Chinese Depositary Receipts through cross-border conversion according to the Interim Measures, the Guidelines for Cross-border Conversion and other relevant business rules of this Exchange, as well as the IPO prospectus, depository agreement and announcement arrangements, and can reach an agreement with qualified investors to transfer Chinese Depositary Receipts through block transactions.
Where a domestic cross-border conversion institution transfers depositary receipts through block trading after reaching an agreement with a qualified investor for listing, the agreement on the transfer quantity and price shall comply with the relevant provisions of the Interim Measures for Block Trading of Depositary Receipts in China, and submit a report on the completion of block trading to this Exchange on the first day of listing of Chinese Depositary Receipts, unless otherwise stipulated by this Exchange.
Where a domestic cross-border conversion institution accepts the entrustment of an unspecified qualified investor to conduct cross-border conversion, and the depository issues the corresponding Chinese Depositary Receipt to the investor, or transfers the initially generated Chinese Depositary Receipt to the qualified investor before the listing of the Chinese Depositary Receipt, the specific matters shall be separately stipulated by this Exchange.
3. Generation and redemption of Chinese Depositary Receipts
After the listing of Chinese depositary receipts, members of domestic cross-border conversion institutions registered as Chinese depositary receipts can conduct daily generation and redemption business.
(1) Generation of Chinese Depositary Receipts
1. Cross-border conversion institutions in China send agency applications to depository institutions.
Cross-border conversion institutions in China deliver their legally acquired (buying or borrowing, etc.). ) Transfer the basic shares of the UK market to the depository through non-transactional transfer, and send the following application information to the depository in time according to the relevant business agreement:
1. The name of the cross-border conversion institution in China;
Two. Special account for domestic cross-border conversion institutions;
Three. Code of China Depositary Receipt;
Four. Number of shares applying for Chinese Depositary Receipts;
Verb (abbreviation of verb) other contents agreed in the business agreement.
2. Domestic cross-border conversion institutions send agency applications to the Exchange.
China cross-border conversion institutions shall submit the application information for the generation of Chinese Depositary Receipts sent to depository institutions during the latest submission period (from the last submission period to this submission period) through Huluntong business management system before 7:30 (Beijing time) every trading day.
Cross-border conversion institutions in China shall ensure that the information is true, accurate and complete, and it is completely consistent with the application sent by them to depository institutions.
3. Depositors issue Chinese Depositary Receipts.
After receiving the underlying securities, the depository institution of Chinese depositary receipts shall check the application for consignment sent by domestic cross-border conversion institutions. Upon confirmation, the issuance information of China Depositary Receipts in the latest submission period (the period between the last submission and this submission) shall be submitted to the Exchange through Huluntong business management system before 7:30 (Beijing time) every trading day, and the same information shall be sent to China for settlement. Multiple applications for the same Chinese Depositary Receipt made by the same cross-border conversion institution on the same day shall be consolidated and calculated, and the total amount sent shall be calculated. The information submitted includes:
1. The name of the cross-border conversion institution in China;
Two. Special account for domestic cross-border conversion institutions;
Three. Code of China Depositary Receipt;
Four. The number of Chinese depositary receipts issued on the same day;
Verb (abbreviation of verb) business agreement and other contents required by this exchange.
The depository of Chinese depositary receipts shall ensure that the information submitted is true, accurate and complete.
Depositors of Chinese Depositary Receipts shall issue a corresponding number of Depository Receipts only after the cross-border conversion institutions in China have delivered the full amount of basic shares. If they have not obtained the full amount of basic shares, they shall not issue Chinese Depositary Receipts. Unless otherwise provided by this Exchange.
4. The exchange compares the amount of the balance available for sale on that day.
Our firm compares the issuance information of Chinese Depositary Receipts submitted by depository institutions with the application information of Chinese Depositary Receipts submitted by domestic cross-border conversion institutions. After the comparison is consistent, according to the issuance information of Chinese Depositary Receipts sent by the depository institution, the Exchange will correspondingly increase the saleable balance of Chinese Depositary Receipts of domestic cross-border conversion institutions on that day.
If the depository institution and the China cross-border conversion institution fail to submit information to the Exchange within the time specified by the Exchange, or the information comparison is inconsistent, the Exchange will not process the information released on the same day, and the result of the failed comparison will be displayed through the Huluntong business management system. Cross-border conversion institutions and depository institutions in China should make inquiries and checks in a timely manner.
5. Pre-investigation of cross-border conversion institutions in China.
Domestic cross-border conversion institutions shall check the number of shares of Chinese Depositary Receipts generated on that day with the corresponding number of shares actually delivered to the custodian before the daily opening. If any inconsistency is found, it shall immediately report to the depository institution and the exchange, and shall not sell the redundant Chinese depositary receipts.
6. Day-end share check
Depositors of Chinese Depositary Receipts shall make detailed records on the delivery of basic shares of domestic cross-border conversion institutions.
Depositors of Chinese Depositary Receipts shall, before each trading day 16:00 (Beijing time), report the number of shares of Chinese Depositary Receipts on that day, the custody information of basic shares released by the custodian and the detailed data of basic shares delivered by China cross-border conversion institutions due to the generation of Chinese Depositary Receipts on that day to this Exchange through the Huluntong business management system in an agreed format. The name of the document shall reflect the name of the depository institution.
Depositors of Chinese Depositary Receipts shall establish an inquiry mechanism for the share of Chinese Depositary Receipts with China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as China Clearing) to inquire about the relevant information of Chinese Depositary Receipts.
(2) Redemption of Chinese Depositary Receipts
Redemption of Chinese Depositary Receipts shall be carried out by China cross-border conversion institutions and depository institutions in accordance with the relevant provisions of China settlement and depository agreement.
Four, China cross-border conversion agencies continue to submit information.
(1) Continuous information submission of domestic cross-border conversion institutions.
Domestic cross-border switching institutions shall send the following information to the Exchange in the form of compressed files through Huluntong business management system before the last trading day of each week 16:00 (Beijing time), and the file name shall reflect the name of the institution:
1. Overseas transaction records this week;
2. Report the name of investment in overseas markets this week, the latest position information at the time of submission, the latest asset balance at the time of submission and other information required by the Exchange in the form of an agreed format document (see Annex 1 1 for explanatory documents).
(2) Continuous information submission of domestic custodians of domestic cross-border conversion institutions.
1. Cross-border capital flow daily.
Before 65438+, the domestic custodian entrusted by the domestic cross-border conversion institution shall report the summary of the cross-border flow of funds involved in the cross-border conversion business of the cross-border conversion institution on that day through the Huluntong business management system in the agreed format (see Annex 1 1 for the description document), including the total outflow of funds from the cross-border conversion business on that day, the total inflow of funds from the cross-border conversion business on that day and the name of the exchange rate document on that day should reflect the names of the custodian and the entrusted China cross-border conversion institution.
At the same time, entrusted by several China cross-border conversion institutions, relevant data should be submitted separately for each China cross-border conversion institution.
2. Overseas investment shall be submitted weekly.
The domestic custodian entrusted by the domestic cross-border conversion institution shall send the following information to the Exchange in the form of a compressed file through the Huluntong business management system before the last trading day of each week 16:00 (Beijing time), and the file name shall reflect the names of the domestic custodian and the domestic cross-border conversion institution:
(1) The overseas transaction record of this cross-border conversion institution this week;
(2) Report to the Exchange in the agreed format the product names, the latest position information at the time of submission, the latest asset balance at the time of submission and other information required by the Exchange (see Annex 1 1 for the explanatory documents).
At the same time, entrusted by several China cross-border conversion institutions, the domestic custodian shall submit relevant data for each China cross-border conversion institution.
Verb (abbreviation for verb) emergency treatment
For example, due to force majeure, accidents, technical failures, human errors and other reasons, there are errors in the generation and redemption data of Chinese depositary receipts. , after inspection by the exchange, China clearing house, depositors, custodians and cross-border conversion institutions in China, it can be corrected.
All parties concerned shall actively cooperate with the data verification and make timely corrections in accordance with the settlement regulations of this Exchange and China and relevant business agreements.
If the number of underlying stocks corresponding to the Chinese Depositary Receipts issued by the custodian exceeds the number of underlying stocks actually managed by the custodian, the custodian and relevant China cross-border conversion institutions shall cancel the excess Chinese Depositary Receipts within one trading day.
If the number of Chinese Depositary Receipts held by relevant cross-border conversion institutions in China is insufficient for cancellation, they shall buy full Chinese Depositary Receipts in time and cancel them on the same day; If the full amount of Chinese Depositary Receipts cannot be purchased on the same day, the basic shares should be replenished in time after the opening of the British market on the same day; If the British market closes, and so on. , and the underlying shares cannot be replenished in time, you should buy the full amount of Chinese Depositary Receipts in the domestic market in time on the next trading day.
If the depository institution and relevant China cross-border conversion institutions fail to cancel the inflated Chinese Depositary Receipts or supplement the underlying stocks in time according to the Interim Measures, the Guidelines for Cross-border Conversion and relevant rules, the Exchange may request China to settle and cancel the oversubscribed Chinese Depositary Receipts according to the custody data of the underlying stocks released by the custodian, or take other measures, and report to the China Securities Regulatory Commission.
Chapter IV Risks and Internal Management of Cross-border Transformation Institutions in China
Domestic cross-border conversion institutions should have a risk management system that meets the requirements and a sound internal management system before they can carry out cross-border conversion business.
The risk management system includes risk control mechanisms at the departmental and corporate levels, covering market risk management, operational risk management, credit risk management and liquidity risk management. And there are emergency plans and corresponding processes to ensure that the risks of cross-border conversion business are measurable and controllable.
I. Risk Management System for Cross-border Conversion of Depositary Receipts in China
Cross-border conversion institutions in China shall formulate a risk management system for cross-border conversion of Chinese depositary receipts, including but not limited to risk management scheme, risk index design, risk identification and evaluation, risk control and disposal, etc.
Domestic cross-border conversion institutions should scientifically and reasonably design the risk indicators of cross-border conversion business, and conduct real-time monitoring and early warning, including but not limited to cross-border conversion fund indicators, inventory risk indicators, market fluctuation risk management indicators, operational risk management indicators, credit risk management indicators, etc.
Second, the risk management mechanism at the company level
Domestic cross-border conversion institutions shall formulate risk management systems and processes for cross-border conversion business at the company level, and establish mechanisms such as risk limit authorization, risk monitoring, regular stress testing and risk reporting.
Domestic cross-border translation institutions shall authorize the risk limit of cross-border translation business according to business development, capital status, risk control level and other factors, including the cumulative profit and loss limit.
Domestic cross-border conversion institutions should establish a risk monitoring system for cross-border conversion business at the company level, which is independent of the risk control system of cross-border conversion business departments and uses a separate model to monitor risk indicators. At the company level, conduct independent monitoring of cross-border conversion business every day, including but not limited to monitoring and early warning of risk indicators such as inventory, cross-border conversion funds and extreme situations, and make daily risk monitoring reports. Make a written record of the overrun, violation of regulations or other situations that need attention in monitoring, and deal with them in time. When necessary, issue a risk warning to the cross-border conversion business department, rectify within a time limit and continue to follow up.
Domestic cross-border conversion institutions should conduct stress tests on the cross-border conversion business at the company level, measure the potential loss risk that the company may suffer under extremely unfavorable market environment (i.e. stress scenario), and apply the results to the calculation of the company's net capital and the consideration of capital adequacy ratio, so as to ensure that the risks under the stress scenario are measurable, controllable and affordable, and ensure the company's sustainable operation.
Third, the emergency plan
China cross-border conversion institutions should formulate emergency plans, including possible emergencies and classification, emergency early warning and response mechanisms, and emergency handling methods and processes, so as to deal with emergencies in the process of cross-border conversion business and ensure the smooth development of cross-border conversion business.
Four. Internal management of cross-border conversion institutions in China
China cross-border conversion institutions shall establish a strict and sound internal management system, and carry out cross-border conversion business according to laws and regulations.
The internal management system includes business operation management, compliance and internal control management, the company's supervision and management of cross-border conversion business, and quota management. Business operation management should include all elements of cross-border conversion business operation management; Compliance and internal control management should include authorization management mechanism, investment decision-making process and business isolation mechanism.
Chapter V Filing Management of Cross-border Conversion of Global Depositary Receipts
1. Filing requirements of UK cross-border conversion agencies
An overseas securities institution applying to this Exchange for filing with a British cross-border conversion institution shall meet the following conditions.
(1) Being a full member of the stock exchange;
(2) Being qualified as a qualified foreign institutional investor or a qualified RMB overseas institutional investor, except for entities that are otherwise stipulated by this Exchange or controlled by the same actual controller;
(3) It is financially sound, has a good credit standing and has a high asset scale;
(4) It has a sound governance structure, a sound internal control system and standardized business practices, and has not been severely punished by the regulatory authorities in the last three years;
(5) Having the will and ability to meet the regulatory requirements and the relevant rules of this Exchange.
(6) Having the corresponding RMB exchange capacity;
(7) Other conditions deemed necessary by the Exchange.
Second, the UK cross-border conversion agency filing application materials
When an overseas securities institution applies to become a British cross-border conversion institution, it shall entrust its members to submit the following materials to the Exchange through the Huluntong business management system:
(1) Application Form for Cross-border Conversion of Huluntong Global Depositary Receipts signed by the authorized representative (attachment 12).
(2) The applicant or its controlling entity or the entity controlled by the same actual controller has the qualification certificate of qualified foreign institutional investor or RMB qualified foreign institutional investor;
(3) A copy of the business license issued by the country or region where it is located;
(4) A certificate of financial business license issued by the financial regulatory agency of the country or region where it is located;
(5) A certificate that the applicant institution is a full-service member of the stock exchange;
(6) Relevant financial documents certifying its net capital or its audited balance sheet for the latest year;
(seven) the letter of commitment signed by the authorized representative to abide by the laws and regulations of China, departmental rules and regulatory documents and the relevant provisions of this exchange;
(8) Other materials as prescribed by this Exchange.
Except for items (2), (3), (4), (5) and (6) of the preceding paragraph, the language of filing application materials shall be Chinese (the company name shall be bilingual).
The members of the entrusted firm shall submit a list of materials signed by the legal representative and the principal responsible person of brokerage business and stamped with the official seal, and promise in writing at the bottom of the list that the submitted application materials are true, accurate and complete, and they will bear corresponding legal responsibilities if there are false records, misleading statements and major omissions. The application materials and list of materials shall be submitted in both electronic and paper versions. The electronic version of the materials shall be submitted in compressed file format through Huluntong business management system, and the name of the compressed file shall reflect the names of the applicant and the members of the entrusted firm. Paper materials should also be entrusted to the firm.