Article 2 Securities companies shall abide by laws, administrative regulations and these Measures when conducting margin trading and securities lending business, strengthen internal control, strictly guard against and control risks, and earnestly safeguard the legitimate rights and interests of customers.
The term "margin financing and securities lending" as mentioned in these Measures refers to the business activities of lending funds to customers for them to buy securities or lend securities for them to sell, and collecting collateral.
Article 3 Securities companies must obtain the approval of China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission) to carry out margin trading and securities lending business. Without the approval of the China Securities Regulatory Commission, a securities company may not provide any convenience and services for the margin financing and securities lending activities between customers or between customers and others.
Article 4 A securities company shall not engage in the following acts of margin financing and securities lending business:
(1) Inducing inappropriate customers to carry out margin financing and securities lending business;
(2) Failure to fully disclose risks to customers.
(3) Misappropriation of customer collateral in violation of regulations;
(4) Interest transfer and commercial bribery;
(five) to provide convenience for customers to engage in insider trading, market manipulation, evasion of information disclosure obligations and other unfair trading activities;
(six) other acts prohibited by laws, administrative regulations and the provisions of the China Securities Regulatory Commission.
Article 5 The China Securities Regulatory Commission and its dispatched offices shall, in accordance with the provisions of laws, administrative regulations and these Measures, supervise and manage the margin financing and securities lending activities of securities companies.
China Securities Association, stock exchanges and securities registration and settlement institutions shall, in accordance with their articles of association and rules, conduct self-discipline management of securities companies' margin trading activities. China Securities Finance Company monitors securities companies' margin trading and customers' margin trading.
Article 6 The China Securities Regulatory Commission shall establish and improve the counter-cyclical adjustment mechanism of margin trading and securities lending business, and implement macro-prudential management of margin trading and securities lending business.
The stock exchange establishes a floating management mechanism for risk control indicators of margin financing and securities lending business, and implements countercyclical adjustment for margin financing and securities lending business. Article 7 A securities company applying for margin financing and securities lending business qualification shall meet the following conditions:
(1) Having the qualification of securities brokerage business.
(2) The company has perfect corporate governance and effective internal control, and can effectively identify, control and prevent business operation risks and internal management risks;
(three) in the last two years, it has not been investigated by the China Securities Regulatory Commission or is being rectified because of suspected violations of laws and regulations;
(4) It is in good financial condition, and its risk control indicators have continuously met the requirements in the last two years. After increasing the margin trading business, its registered capital and net capital meet the requirements;
(5) The customer assets are safe and complete, the third-party depository of customer transaction settlement funds is effectively implemented, and the customer information is complete and true;
(six) the establishment of a sound customer complaint handling mechanism, able to properly handle disputes with customers in a timely manner;
(seven) has established a customer suitability system that meets the regulatory requirements and self-discipline requirements, and realizes the appropriate matching management of customers and products;
(8) The information system is operating safely and stably, and there has been no major incident caused by company management problems in recent 1 year, and the technical system of margin trading and securities lending business has passed the tests organized by stock exchanges and securities registration and settlement institutions;
(9) Having senior managers and an appropriate number of professionals in charge of margin trading and securities lending.
(10) Other conditions stipulated by the China Securities Regulatory Commission.
Article 8 A securities company applying for margin financing and securities lending business qualification shall submit the following materials to the China Securities Regulatory Commission and send a copy to the dispatched office of the China Securities Regulatory Commission:
(1) An application for qualification of margin financing and securities lending business;
(two) the resolution of the shareholders' meeting (shareholders' meeting) operating the margin trading business;
(3) The margin trading business plan, internal management system text and customer selection criteria formulated according to Article 12 of these Measures.
(4) The roster of senior managers and business personnel responsible for margin trading and their qualification certificates.
(5) Certificates issued by stock exchanges and securities registration and settlement institutions that the technical system of margin trading and securities lending business has passed the test;
(6) Other documents required by the China Securities Regulatory Commission.
The legal representative of the securities company and the main person in charge of the operation and management shall sign the application for the qualification of margin trading and securities lending, promise that the contents of the application materials are true, accurate and complete, and bear corresponding legal responsibilities for the false records, misleading statements and major omissions in the application materials.
Article 9 An approved securities company shall apply to the company registration authority for registration of change of business scope, and apply to the China Securities Regulatory Commission for renewal of securities business license.
Securities companies can only carry out margin financing and securities lending business after obtaining the securities business license renewed by the CSRC. Article 10 A securities company engaged in margin financing and securities lending business shall, in its own name, open a special securities account for margin financing and securities lending, a securities account for customer credit transaction guarantee, a securities settlement account for credit transaction and a settlement account for credit transaction funds in the securities registration and settlement institution.
The special securities account for securities lending is used to record the securities held by securities companies to be sold to customers and the securities returned by customers, and shall not be used for securities trading; The customer credit transaction guarantee securities account is used to record the securities held by the securities company entrusted by the customer, and the creditor's rights generated by the guarantee securities company's margin financing and securities lending to the customer; The securities settlement account for credit transaction is used for securities settlement of customer margin trading; The credit transaction fund settlement account is used for the fund settlement of customer margin trading.
Article 11 A securities company engaged in margin financing and securities lending business shall open a special fund account for financing and a customer credit transaction margin account in a commercial bank in its own name.
The special fund account for financing is used to store the funds that the securities company intends to lend to customers and the funds returned by customers; The customer credit transaction guarantee fund account is used to deposit the funds deposited by customers to guarantee the creditor's rights generated by securities companies' margin financing and securities lending to customers.
Article 12 A securities company shall inquire about the customer's credit standing before lending and borrowing securities from customers, so as to know the customer's identity, property and income, securities investment experience and risk preference, integrity and compliance records, etc. , do a good job in customer suitability management, and record and save it in written or electronic form.
A securities company may not open credit accounts for customers who fail to provide relevant information as required, have been engaged in securities trading for less than half a year, lack risk-taking ability, have an average daily securities assets of less than 500,000 yuan in the last 20 trading days, and have a record of major breach of contract, as well as shareholders and related personnel of the company.
Professional institutional investors can participate in margin financing and securities lending, and are not limited by the securities trading time and securities asset conditions mentioned in the preceding paragraph.
The shareholders mentioned in the second paragraph of this article do not include shareholders who only hold less than 5% of the tradable shares of listed securities companies.
A securities company shall, according to the requirements of the appropriateness system, formulate specific criteria for selecting customers who meet the requirements of this article.
Article 13 A securities company shall sign a margin financing and securities lending contract with customers containing the necessary provisions stipulated by China Securities Industry Association before lending and securities lending to customers, and clearly stipulate the following matters:
(a) the amount, duration, interest rate (rate) and interest (fee) calculation method of margin financing and securities lending;
(2) the proportion of the deposit, the proportion of the maintenance guarantee, the types of securities that can be used to cover the deposit and the conversion rate, and the scope of the secured creditor's rights.
(3) The notification method and time limit for additional margin.
(4) The way for customers to pay off debts and the right of securities companies to dispose of collateral;
(5) Dealing with the rights and interests of buying securities by financing and selling securities by short selling.
(6) Liability for breach of contract;
(seven) the way to solve the dispute;
(8) Other related matters.
Article 14 The margin financing and securities lending contract shall stipulate that the securities in the customer credit transaction guarantee securities account of the securities company and the funds in the customer credit transaction guarantee fund account are the trust property of the creditor's rights generated by the margin financing and securities lending of the securities company.
The time limit for margin financing and securities lending agreed by a securities company and its customers shall not exceed the time limit stipulated by the stock exchange; The financing interest rate and the securities lending rate shall be independently agreed by the securities company and the customer.
Before the expiration of the contract, the securities company may extend the contract for the customer according to the customer's application, and each extension shall not exceed the time limit stipulated by the stock exchange.
Before handling the extension for clients, a securities company shall evaluate the credit status, liabilities and the level of maintaining the guarantee ratio of clients.
Article 15 Before signing a margin trading contract with a customer, a securities company shall explain the business rules and contract contents to the customer in an appropriate way, clearly inform the customer of their rights, obligations and risks, especially the risk control arrangements for default disposal, and submit the margin trading risk disclosure to the customer for written confirmation.
Article 16 After signing a margin trading contract with a customer, a securities company shall open a real-name registration system credit securities account for the customer according to the customer's application and the provisions of the securities registration and settlement institution. The name of the account holder of the customer's credit securities account and its ordinary securities account shall be the same.
The customer credit securities account is the secondary account of the securities company's customer credit transaction guarantee securities account, which is used to record the detailed data of the guarantee securities held by the securities company entrusted by the customer.
A securities company shall, according to the settlement results, entrust a securities registration and settlement institution to change the data in the customer's credit securities account.
Article 17 A securities company shall, with reference to the third-party depository mode of customer transaction settlement funds, sign an agreement on the depository of customer credit funds with customers and commercial banks.
After signing a margin trading contract with a customer, a securities company shall, according to the customer's application, notify the commercial bank to open a real-name registration system credit fund account for the customer.
The customer credit fund account is a secondary account of the customer credit transaction guarantee fund account of a securities company, which is used to record the detailed data of the guarantee funds deposited by customers.
Commercial banks change the data in customers' credit fund accounts according to the settlement results provided by securities companies.
Article 18 A securities company can only use the funds in the special fund account for financing for customers. When lending securities to customers, only the securities in the special securities account can be used.
The securities that customers buy by financing and sell by short selling shall not exceed the scope stipulated by the stock exchange.
Customers who sell the same securities they hold during the short selling period shall abide by the regulations of the stock exchange and shall not sell the securities in violation of the regulations and manipulate the market.
Article 19 A securities company engaged in margin trading and securities lending business shall ensure the authenticity and accuracy of securities trading instructions and securities transfer instructions issued according to clients' entrustment. If the instructions are wrong due to the fault of the securities company, which causes losses to the customers, the customers may claim compensation from the securities company according to law, but it will not affect the business operations being executed or completed by the stock exchanges and securities registration and settlement institutions.
Article 20 The amount of margin financing and securities lending of a securities company shall not exceed 4 times of its net capital.
Risk control indicators such as the amount of margin financing and securities lending from a securities company to a single customer or the proportion of a single securities to its net capital shall comply with the provisions of the China Securities Regulatory Commission and the stock exchange.
Article 21 Where a customer purchases securities by financing, he shall repay the funds that have been incorporated into the securities company by selling the securities or directly repaying them.
If a customer sells securities by short selling, he shall repay the securities incorporated into the securities company by buying securities and returning them directly.
If the trading of securities sold by customers through short selling is suspended, they can repay the securities merged into the securities company in cash as agreed.
Article 22. Where the trading of securities bought by customers through financing or sold through short selling is suspended, and the resumption date is later than the maturity date of the short selling debt, the short selling period shall be extended.
Where there are other provisions in the margin financing and securities lending contract, such provisions shall prevail.
Article 23 If the trading of securities bought or sold by customers through margin financing is scheduled to be terminated, and the last trading day is before the maturity date of margin financing and securities lending debts, the margin financing and securities lending period will be shortened to the trading day before the last trading day. Where there are other provisions in the margin financing and securities lending contract, such provisions shall prevail. Article 24 A securities company shall charge a certain percentage of margin to its customers for margin financing and securities lending. The deposit can be offset by securities.
Article 25 A securities company shall deposit the received margin, all the securities purchased by the customer through financing and all the price of securities sold through short selling into the customer's credit transaction guarantee securities account and the customer's credit transaction guarantee fund account respectively as the guarantee for the creditor's rights arising from the customer's short selling.
Article 26 A securities company shall, on the premise of complying with the provisions of the stock exchange, agree with its customers on the minimum guarantee ratio, the time limit for replenishing the collateral and the way to deal with default according to their credit status and collateral quality.
A securities company shall calculate the ratio between the value of collateral deposited by customers and the debts owed by them every day. When the ratio is lower than the agreed maintenance guarantee ratio, the customer shall be informed to supplement the collateral within the agreed time limit. With the consent of the securities company, customers can submit other securities, real estate, equity and other assets except the securities that can be used to offset the deposit.
If the customer fails to pay the collateral in full on time or fails to pay off the debts due, the securities company may dispose of its collateral in accordance with the agreement.
Article 27 The margin ratio stipulated in Article 24 of these Measures, the types of securities that can be used to offset the margin, the conversion rate, the minimum guarantee ratio stipulated in Article 26 and the time limit for customers to pay the margin shall be stipulated by the stock exchange.
A stock exchange shall set different conversion rate requirements for all kinds of securities that can be used as margin.
A securities company shall, under the premise of complying with the provisions of the stock exchange, implement dynamic management and differential control of the securities conversion rate that can be used to cover the margin.
Article 28 Except in the following circumstances, no one may use the securities in the customer credit transaction guarantee securities account of a securities company or the funds in the customer credit transaction guarantee fund account:
(1) Settlement of margin trading and securities lending for customers.
(2) Collecting funds and securities that should be returned by customers;
(3) collecting interest, fees and taxes payable by customers;
(4) Dispose of collateral in accordance with the provisions of these Measures and the agreement with customers.
(5) collecting the liquidated damages payable by customers;
(6) Securities and funds remaining after customers withdraw principal and interest, pay taxes and liquidated damages;
(seven) other circumstances stipulated by laws, administrative regulations and these measures.
Article 29 If the ratio of the value of the collateral deposited by the customer to its debt exceeds the level stipulated by the stock exchange, the customer may withdraw the collateral in accordance with the provisions of the stock exchange and the provisions of the margin financing and securities lending contract.
Article 30 If the judicial organ takes property preservation or compulsory enforcement measures against the rights and interests recorded in the customer's credit securities account or credit fund account according to law, the securities company shall dispose of the collateral, realize the creditor's rights arising from margin financing and securities lending to the customer, and assist the judicial organ in enforcement. Article 31 A securities registration and settlement institution shall confirm the fact that a securities company is entrusted to hold securities according to the records in the securities accounts guaranteed by the credit exchanges of its clients, and register them in the register of securities holders in the name of the securities company.
Article 32 For the securities recorded in the customer's credit transaction secured securities account, the securities company shall exercise its rights against the securities issuer in its own name for the benefit of the customer.
When a securities company exercises its rights over a securities issuer, it shall solicit the opinions of its customers in advance and act according to their opinions. If the customer fails to express his opinions, the securities company shall not exercise its rights against the issuer.
The rights of the securities issuer mentioned in the preceding paragraph refer to the rights arising from the holding of securities to request the convening of securities holders' meetings, attend securities holders' meetings, propose, vote, subscribe for allotment shares, request the distribution of investment income and so on.
Article 33 Where a securities registration and settlement institution is entrusted by a securities issuer to distribute investment income in the form of securities, it shall record the distributed securities in the securities account guaranteed by the customer credit transaction of the securities company, and change the detailed data of the customer credit securities account accordingly.
Where a securities registration and settlement institution is entrusted by a securities issuer to distribute investment income in cash, it shall transfer the allocated funds into the securities company's credit transaction fund settlement account. After receiving the funds, the securities company shall notify the commercial bank to change the detailed data of the customer's credit fund account.
Article 34 If the securities issuer distributes the investment income, distributes the securities to the securities holders or issues the securities that the securities holders have the preemptive right after the clients are integrated into the securities but before the securities are returned, the clients shall pay the securities or funds equivalent to the integrated securities income to the securities company when repaying the debts according to the stipulations in the margin financing and securities lending contract.
Article 35 The share held by a securities company in a securities account secured by a customer's credit transaction is not included in its own share, and the securities company does not need to perform the corresponding information reporting, disclosure or tender offer obligation due to the change of the number of account shares.
When the total number of shares of listed companies and their rights and interests held by customers and their concerted parties through ordinary securities accounts and credit securities accounts or the increase or decrease thereof reaches the prescribed proportion, they shall fulfill the corresponding obligations of information reporting, disclosure or tender offer according to law. Article 36 A stock exchange shall dynamically adjust the margin ratio, the scope of underlying securities, the types of securities that can be used to offset the margin, the conversion rate and the minimum maintenance guarantee ratio according to the market development, and implement countercyclical adjustment.
A stock exchange may make restrictive provisions on the amount of market financing purchases, the amount of securities lending sales, the proportion of securities lending holdings in its market circulation and the price of securities lending sales.
A securities company shall, on the premise of meeting the regulatory requirements, dynamically adjust and distinguish the margin ratio, the scope of the underlying securities, the types of securities that can be used to offset the margin, the minimum maintenance guarantee ratio and business concentration according to market conditions, customers and their own risk tolerance.
Business concentration includes: the ratio of the amount of margin financing and securities lending to all customers to the net capital, the ratio of margin financing and securities lending to the net capital of a single security, the ratio of the market value of a single guaranteed security accepted to the total market value of the securities, and the ratio of the market value of a single guaranteed security submitted by a single customer to the market value of the collateral of the customer.
Article 37 A securities company shall establish a complete management system, operational procedures and risk identification, evaluation and control system to carry out margin trading and securities lending business, so as to ensure that the risks are measurable, controllable and tolerable.
Securities companies should implement centralized and unified management of margin financing and securities lending business. The decision-making and main management responsibilities of margin financing and securities lending business are undertaken by the headquarters of securities companies.
A securities company shall establish and improve the stress testing mechanism for margin financing and securities lending business, conduct stress testing on liquidity risk, credit risk, market risk and technical system risk of margin financing and securities lending business on a regular and irregular basis, and optimize and adjust the company-related indicators specified in the third paragraph of Article 36 of these Measures according to the stress testing results.
Article 38 A stock exchange shall, in accordance with its business rules, take measures to conduct front-end inspection on the trading orders of margin financing and securities lending, and refuse trading orders that violate the provisions, such as the types and prices of securities traded by margin financing and securities lending.
If the market financing purchase amount, short selling amount or collateral holding amount of a single security reaches the prescribed maximum amount in its market circulation, the stock exchange may suspend accepting the financing purchase or short selling orders of the securities.
Article 39 If there are abnormal situations in margin trading, which have or may endanger the stability of the market and need to be suspended, the stock exchange shall suspend the margin trading of some or all securities in accordance with the provisions of the business rules and make an announcement.
Article 40 Securities registration and settlement institutions shall, in accordance with their business rules, supervise the transfer of securities related to margin financing and securities lending and the transfer of funds in the settlement accounts of credit trading funds of securities companies. Refuse to transfer securities and funds in violation of regulations; If any abnormal situation is found, the securities company shall be required to make an explanation and report to the China Securities Regulatory Commission and the dispatched office of the China Securities Regulatory Commission where the company is domiciled.
Article 41 China securities finance companies shall, in accordance with the business rules, require securities companies to submit the data and information of margin trading and securities lending business in a timely, accurate, true and complete manner; Statistical analysis of securities companies' margin data, preparation of regular reports and special reports, and submitted to the China Securities Regulatory Commission; Monitor the risks of margin trading and securities lending, and report the major business risks found to the China Securities Regulatory Commission in a timely manner.
Article 42 The customer credit transaction funds involved in securities companies' margin financing and securities lending business shall be included in the securities market transaction settlement fund monitoring system, and securities companies, depository banks and registration and settlement institutions shall submit relevant data and information to China Securities Investor Protection Fund Company as required.
Article 43 A commercial bank in charge of the deposit and custody of customer credit funds shall, in accordance with the agreement on the deposit and custody of customer credit funds, refuse the illegal capital transfer instruction of the securities company; If any abnormal situation is found, the securities company shall be required to make an explanation and report to the China Securities Regulatory Commission and the dispatched office of the China Securities Regulatory Commission where the company is domiciled.
Article 44 A securities company shall send a statement to its customers in the way agreed in the margin financing and securities lending contract, and provide customers with the inquiry service for the data of credit securities accounts and credit fund accounts.
Securities registration and settlement institutions shall provide customers with the inquiry service of credit securities account data. A commercial bank in charge of the deposit and management of customer credit funds shall provide customers with the inquiry service of their credit fund account data in accordance with the agreement on the deposit and management of customer credit funds.
Article 45 A securities company shall promptly inform its customers of the charging standards for margin financing and securities lending and their changes through effective channels.
Article 46 A securities company shall, in accordance with the provisions of the stock exchange, report to it the relevant information of the customer's margin trading on that day after the daily closing. A stock exchange shall make a summary of the information submitted by securities companies and make an announcement before the opening of the next trading day.
Article 47 The China Securities Regulatory Commission and its dispatched offices, the China Securities Association, the stock exchange, the securities registration and settlement institution and the China Securities Finance Company shall perform their duties of supervision, self-discipline or monitoring and analysis of securities companies' margin financing and securities lending business in accordance with regulations, and may require securities companies to provide information and materials related to margin financing and securities lending business.
Article 48 The dispatched offices of China Securities Regulatory Commission shall conduct off-site inspection and on-site inspection on matters such as customer selection, contract signing, credit line determination, collection and management of collateral, notice of supplementary collateral, and disposal of collateral in accordance with the requirements of the regulatory responsibility system in the jurisdiction.
Article 49 For securities companies and their branches that violate the provisions of these Measures, China Securities Regulatory Commission or its dispatched offices may take relevant regulatory measures, such as ordering them to make corrections, supervising talks, issuing warning letters, ordering them to make public explanations, ordering them to attend training, ordering them to report regularly, temporarily refusing to accept documents related to administrative license, suspending part or all of their business, and revoking their business licenses. If administrative punishment is required according to law, it shall be punished in accordance with the Securities Law, the Administrative Punishment Law and other laws and regulations and the relevant provisions of the China Securities Regulatory Commission; Anyone suspected of committing a crime shall be transferred to judicial organs according to law and investigated for criminal responsibility. Article 50 A commercial bank responsible for the deposit of customer credit funds shall be a commercial bank that can deposit the settlement funds of customer transactions of securities companies in accordance with regulations.
Article 51 The term "professional institutional investors" as mentioned in these Measures refers to financial institutions established with the approval of the state financial regulatory authorities, including commercial banks, securities companies, fund management companies, futures companies, trust companies and insurance companies. Financial products managed by the above financial institutions; Private equity fund management institutions registered by China Securities Regulatory Commission or its authorized institutions and private equity fund products managed by them; Other investors recognized by China Securities Regulatory Commission.
Article 52 Stock exchanges, securities registration and settlement institutions and China Securities Association shall, in accordance with the provisions of these Measures, formulate margin trading and self-discipline rules, which shall be implemented after being approved by the CSRC.
Article 53 These Measures shall come into force as of the date of promulgation. 20 1 year1October 26th, the Measures for the Administration of Margin Trading of Securities Companies (CSRC Announcement [201] No.31) was abolished at the same time.