The following is the full text of the opinion
People's governments of all provinces, autonomous regions and municipalities directly under the Central Government, ministries and commissions and institutions directly under the State Council:
Small and medium-sized investors are the main participants in China's capital market at this stage, but they are in a weak position in information, weak in risk resistance and self-protection, and their legitimate rights and interests are vulnerable to infringement. Safeguarding the legitimate rights and interests of small and medium-sized investors is the top priority of securities and futures supervision, which concerns the vital interests of the broad masses of the people and is the basis for the sustained and healthy development of the capital market. In recent years, the protection of small and medium-sized investors in China has achieved positive results, but there is still a big gap compared with the requirements of maintaining "openness, fairness and justice" in the market and protecting the legitimate rights and interests of investors. In order to implement the spirit of the 18th CPC National Congress and the Third Plenary Session of the 18th CPC Central Committee and the relevant requirements of the State Council, and further strengthen the protection of the legitimate rights and interests of small and medium investors in the capital market, with the consent of the State Council, we hereby put forward the following opinions.
The first is to improve the investor suitability system.
Formulate and improve the classification standards for small and medium-sized investors. According to the actual situation of China's capital market, the classification standards and basis of small and medium-sized investors are formulated and made public, and dynamic evaluation and adjustment are carried out. Further standardize the institutional arrangements for the appropriateness of investors in different levels of markets and trading varieties, and clarify the scope and methods suitable for investors to participate.
Scientifically divide the risk levels. Securities and futures institutions and intermediaries shall assess the risks of products or services and classify the risks. Recommend products or services suitable for investors' risk tolerance and identification ability, fully explain to investors the information that may affect their rights and interests, and do not mislead or deceive customers.
Further improve the rules and regulations and market service rules. Securities and futures institutions and intermediaries shall establish professional norms and internal accountability mechanisms, and sales personnel shall not accept clients' entrustment to engage in transactions in their own names; Investors are clearly reminded to provide information truthfully, and the collected personal information should be kept strictly confidential and safe, and should not be sold or illegally provided to others. Strictly implement the investor appropriateness system and strengthen supervision. Those who violate the provisions on appropriateness management and cause losses to small and medium-sized investors shall be investigated for responsibility according to law.
Second, optimize the investment return mechanism.
Guide and support listed companies to enhance their ability of sustained return. Listed companies should improve corporate governance, improve profitability and actively return investors. Where a company conducts an initial public offering of shares, a listed company refinances through mergers and acquisitions, or dilutes the immediate return, it shall promise and honor specific measures to fill the return.
Improve the profit distribution system. The listed company shall disclose the specific arrangements and commitments of the profit distribution policy, especially the cash dividend policy. Listed companies that fail to fulfill their dividend commitments should be recorded in the integrity files, and those that fail to meet the rectification requirements may not be refinanced. Independent directors and relevant intermediaries shall express clear opinions on whether the profit distribution policy harms the legitimate rights and interests of small and medium-sized investors.
Establish a diversified investment return system. Improve the share repurchase system and guide listed companies to commit to repurchase shares when the share price is lower than the net assets per share. Study and establish a system of "paying interest by shares" to enrich the dividend distribution methods. Support listed companies with sustained and stable cash dividends in regulatory policies. Formulate differentiated dividend guidance policies. Improve the ex-dividend system.
Develop specialized intermediaries to serve small and medium investors. Encourage the development of products suitable for small and medium investors. Encourage small and medium-sized investors to participate in the market through institutional investors. Fund managers should earnestly fulfill their dividend commitments and strive to create a good return on investment. Encourage the diversification of the structure and level of fund management fee rate, and form a charging model with the same interests of fund managers and fund share holders.
Third, protect the right to know of small and medium investors.
Enhance the pertinence of information disclosure. Relevant entities shall disclose information that has a significant impact on investment decisions in a true, accurate, complete and timely manner, and the contents of the disclosure shall be concise and easy to understand, fully reveal risks, and facilitate the access of small and medium investors. Improve the internal information disclosure system and process, and strengthen the responsibilities of the secretary of the board of directors and other relevant personnel. Formulate voluntary and concise information disclosure rules.
Improve market transparency. For information that has a significant impact on the trading price of securities and futures, trading places and relevant entities shall timely fulfill their obligations of reporting, information disclosure and risk warning. Establish a unified information disclosure platform. Improve the information disclosure mechanism of cross-market trading products and emergencies. Improve the accountability mechanism for abnormal information disclosure and increase the dynamic supervision of information disclosure when sensitive events occur in listed companies.
Earnestly perform the duties of information disclosure. A listed company shall not illegally provide relevant information to others before publicly disclosing information according to law. The commitments made by the controlling shareholders and actual controllers of listed companies in the information disclosure documents must be specific and operable, especially in terms of compensation or liability for compensation, which should be clearly promised and earnestly fulfilled. A listed company shall specify the time and manner of accepting investors' inquiries and improve the public opinion response mechanism.
Fourth, improve the voting mechanism of small and medium investors.
Improve the voting mechanism of small and medium investors. Guide the general meeting of shareholders of listed companies to fully adopt online voting. Actively promote the cumulative voting system to elect directors and supervisors. A listed company may not set a minimum shareholding ratio limit on voting rights. Improve the third-party witness system for voting at the shareholders' meeting of listed companies. Study and improve the system for small and medium-sized investors to propose the removal of company directors. Self-regulatory organizations should improve the filing and performance evaluation system for independent directors.
Establish a separate vote counting mechanism for small and medium investors. When the shareholders' meeting of a listed company considers major issues that affect the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be publicly disclosed in a timely manner and submitted to the securities regulatory authorities.
Ensure that small and medium investors exercise their rights according to law. Improve the conflict of interest avoidance system, put an end to horizontal competition, and handle related party transactions fairly. The controlling shareholder and actual controller of a listed company shall not restrict or hinder small and medium-sized investors from exercising their legitimate rights, and shall not harm the rights and interests of the company and small and medium-sized investors. Improve the meeting system and entrusted management system for bondholders of public companies. Fund managers shall provide convenience for fund share holders to exercise their voting rights and encourage small and medium investors to attend the holders' meeting.
Verb (abbreviation of verb) establishes a diversified dispute resolution mechanism.
Improve the dispute resolution mechanism. Listed companies and securities and futures institutions shall bear the main responsibility for handling investor complaints, improve the complaint handling mechanism, and disclose the handling process and situation. The securities regulatory department shall improve the registration and filing system and take the complaint handling as the basis to measure the compliance management level of relevant subjects. Support investors to negotiate with market operators to resolve disputes or reach a settlement agreement.
Play the role of a third-party organization. Support self-regulatory organizations and market institutions to independently or jointly carry out securities and futures professional intermediaries according to law, and provide free services for small and medium-sized investors. Carry out securities and futures arbitration services and cultivate professional arbitration forces. Establish a docking mechanism for mediation, arbitration and litigation.
Strengthen coordination and cooperation. The relevant departments cooperate with the judicial organs to improve the relevant tort civil litigation system. Optimize the procedures for small and medium-sized investors to protect their rights according to law and reduce the cost of protecting their rights. Improve the relief and rights protection mechanism that adapts to the characteristics of civil tort compensation for small and medium-sized investors in the capital market. Promote the improvement of measures to protect investors in bankruptcy liquidation.
Sixth, improve the compensation mechanism for small and medium investors.
Urge the illegal or involved parties to take the initiative to compensate investors. The controlling shareholders and actual controllers who are responsible for the illegal acts of listed companies shall take the initiative to compensate small and medium-sized investors with their company equity and other assets according to law. If the investor suffers losses due to false records, misleading statements or major omissions in the prospectus, the responsible entity shall compensate the investor according to law, and the intermediary agency shall also bear corresponding responsibilities. Fund managers, custodians, etc. Failure to perform due diligence obligations, which causes property losses to fund share holders, shall be compensated according to law.
Establish a mechanism to deal with the delisting risk of listed companies. A listed company with delisting risk due to violation of laws and regulations shall make a special assessment of delisting risk in its regular report and put forward a response plan. Study and establish a sinking fund system for publicly issuing corporate bonds. Listed companies withdraw from the market and introduce insurance mechanism, and add additional clauses of withdrawal insurance in related liability insurance. Improve the occupational insurance system of securities intermediaries.
Improve the risk rescue mechanism. Securities and futures operating institutions and fund managers shall, under the existing policy framework, use the accrued risk reserve to improve the independent relief mechanism and compensate investors for losses according to law. Study and implement the securities issuance margin system and the risk reserve system for listed companies. Explore the establishment of administrative reconciliation system in the field of securities and futures, and carry out administrative reconciliation pilot. Study and expand the scope and sources of use of securities investor protection funds and futures investor protection funds.
Seven, increase supervision and crackdown.
Improve regulatory policies. Securities regulatory authorities should safeguard the legitimate rights and interests of small and medium-sized investors throughout the supervision work and implement them in all links. For securities and futures activities subject to administrative licensing, registration or filing management, the securities regulatory agency shall establish corresponding arrangements for protecting the legitimate rights and interests of investors. Establish a pre-disclosure system for the reduction plan of shareholders with restricted shares, and relevant shareholders may not transfer shares before disclosure. Encourage shareholders of restricted shares to actively extend the lock-up period. Establish a database of integrity records in the whole market and realize the sharing of departments. Improve the mechanism for small and medium investors to inquire about the integrity of market operators. Establish a trustworthy incentive and disciplinary mechanism for dishonesty.
Resolutely investigate and deal with illegal acts that harm the legitimate rights and interests of small and medium-sized investors. Seriously investigate and deal with listed companies' improper correction of profit forecast reports, failure to disclose matters that lead to stock price changes, publishing information before designated media, replacing the obligation of announcement with news release, fabricating or spreading false information to mislead investors, insider trading and manipulating the market. Resolutely crack down on the behavior of controlling shareholders and actual controllers of listed companies to directly or indirectly transfer or occupy the assets of listed companies. Establish a reward system for reporting illegal cases of securities and futures.
Strengthen law enforcement cooperation. All regions and departments should have a unified understanding and close cooperation, severely crack down on all kinds of illegal and criminal activities in securities and futures, and promptly correct all kinds of behaviors that harm the legitimate rights and interests of small and medium-sized investors. Establish a rapid response and handling mechanism for incidents that infringe on the legitimate rights and interests of small and medium-sized investors, formulate and improve the handling plan for sudden mass incidents, and do a good job in handling related incidents and maintaining stability. Securities regulatory authorities and public security organs should constantly strengthen law enforcement cooperation, improve the working mechanism, and increase early intervention. The relevant departments should cooperate with the public security and judicial organs to improve the prosecution standards and related judicial interpretations of securities and futures crimes.
Eight, strengthen the education of small and medium investors.
Increase the popularization of securities and futures knowledge. Investor education will be gradually incorporated into the national education system, and areas with conditions can be piloted first. Give full play to the media's public opinion guidance and publicity and education functions. Securities and futures institutions shall undertake the obligation of investor education for all kinds of products and services, guarantee the expenses and staffing, and incorporate investor education into all business links.
Improve investors' awareness of risk prevention. Self-regulatory organizations should strengthen the educational function of investors and improve the self-regulatory rules of member investors' educational services. Small and medium-sized investors should establish a rational awareness of investment, exercise their rights and fulfill their obligations according to law, develop good investment habits, do not listen to rumors, do not blindly follow the trend, and improve their awareness of risk prevention and self-protection ability.
Nine, improve the organizational system of investor protection
Build a comprehensive protection system. Accelerate the formation of a comprehensive protection system of legal protection, regulatory protection, self-discipline protection, market protection and self-protection, and realize the normalization, standardization and institutionalization of the protection of small and medium-sized investors. Securities regulatory authorities, self-regulatory organizations and market operators should improve their organizational structure and working system, increase investment in resources, improve infrastructure and smooth communication channels with small and medium-sized investors. The securities regulatory department shall establish an inspection system and an evaluation system to safeguard the legitimate rights and interests of small and medium-sized investors, and take it as an important basis for the daily supervision and review of administrative license applications.
Improve the organizational system. Explore the establishment of self-regulatory organizations and public welfare rights protection organizations for small and medium-sized investors, provide relief for small and medium-sized investors, and enrich the content and methods of rights protection such as reconciliation, mediation, arbitration and litigation. Give full play to the role of securities and futures lawyers, and encourage and support lawyers to provide public welfare legal aid to small and medium-sized investors.
Optimize the policy environment. Securities regulatory authorities should further improve policies and measures to improve the level of protecting the legitimate rights and interests of small and medium-sized investors. The major state-owned shareholders or actual controllers of listed companies shall exercise their rights according to law and support market operators to fulfill their legal obligations. Finance, taxation, securities supervision and other departments should improve the relevant tax and fee systems such as transactions and dividends, and optimize the investment environment. Relevant departments of the State Council and local people's governments shall follow the relevant provisions of laws and regulations when asking listed companies to provide undisclosed information. Relevant departments should improve the working mechanism of data collection and release, strengthen information sharing, and form a coordination and communication mechanism to protect the legitimate rights and interests of investors. Strengthen international supervision cooperation and exchange, realize cross-border supervision and protect the legitimate rights and interests of investors.