Notice of the General Office of the State Council on the Implementation of the Amended Securities Law
State Council issued [2020] No. 5
People's governments of provinces, autonomous regions, and municipalities directly under the Central Government, ministries and commissions of the State Council, and agencies directly under the Central Government:
The Securities Law of the People's Republic of China (hereinafter referred to as the Securities Law) has been revised and adopted by the 15th meeting of the Standing Committee of the 13th National People's Congress on December 28, 2019, and will be implemented as of March 1, 2020. In order to carry out the implementation of the revised securities law, with the consent of the State Council, the relevant matters are hereby notified as follows:
I. Fully understand the significance of the amendment of the Securities Law
This revision of the Securities Law systematically summarizes the practical experience of China ’s capital market reform and development, supervision and enforcement, and risk prevention and control. It has made a comprehensive implementation of the securities issuance registration system, significantly increased the cost of illegal securities, improved investor protection systems, strengthened information disclosure obligations, and compaction. Institutional reforms such as intermediary agency responsibilities provide a strong legal guarantee for a standardized, transparent, open, dynamic, and resilient capital market. It is highly adaptable, competitive, and inclusive to deepen financial supply-side structural reforms. The modern financial system is of great significance in maintaining the national economic and financial security. All regions and relevant departments must fully understand the significance of this amendment to the securities law, do a good job of publicity, carry out training in different categories, and continuously improve the ability of securities administrative law enforcement officers to administer, supervise, and manage the city according to law.
2. Steady progress in the registration system for public offering of securities
(1) Implement the reform of the registration system for public offering of stocks step by step. The Securities Regulatory Commission shall work with relevant parties to further improve the relevant rules and regulations of the science and technology board, improve the transparency of registration review, and optimize in accordance with the revised securities law and the "Implementation Opinions on Establishing the Science and Technology Board and Pilot Registration System on the Shanghai Stock Exchange". Work program. To study and formulate the overall plan for the pilot public offering of registration systems on the ChiNext board of the Shenzhen Stock Exchange, and to summarize the reform experience of the Technology Innovation Board and ChiNext Board in a timely manner, actively create conditions, and propose in a timely manner other sections of the stock exchange and other approved by the State Council. A plan to implement a registration system for the public issuance of stocks across the country. The relevant plan will be implemented after being approved by the State Council.
Prior to the implementation of the registration system for the public issuance of stocks in relevant sections of the stock exchange and other national securities trading venues approved by the State Council, the approval system will continue to be implemented, and the provisions of the approval system for stock issuance before the amendment of the Securities Law will apply.
(2) Implement the requirements for the registration system for public offering of corporate bonds. According to the revised securities law, public issuance of corporate bonds should be registered with the CSRC or the National Development and Reform Commission in accordance with the law. In accordance with the law, the CSRC is responsible for making registration decisions for public issuance of corporate bond applications, and the stock exchange designated by the CSRC is responsible for accepting and reviewing. In accordance with the law, the National Development and Reform Commission is responsible for making registration decisions for public issuance of corporate bond applications, and institutions designated by the National Development and Reform Commission are responsible for accepting and reviewing. Issuers applying for the public issuance of corporate bonds shall, in addition to meeting the conditions stipulated by the Securities Law, have a reasonable balance sheet structure and normal cash flow. Encourage funds raised from public issuance of corporate bonds to be invested in project construction that conforms to national macro-control policies and industrial policies.
(3) Improve the registration procedures for public offering of securities. Institutions designated by the Securities Regulatory Commission and other institutions, and agencies designated by the National Development and Reform Commission accept and review applications for public offering of securities in accordance with regulations, conduct audits mainly by reviewing inquiries and answering questions, and urge issuers to improve the content of information disclosure. The review situation provided opinions on agreeing to issue or terminate the review. The CSRC and the National Development and Reform Commission shall, after receiving the review opinions, the application documents for registration of the issuer and relevant auditing materials submitted by the relevant agencies, perform the registration procedures for issuance. The CSRC and the National Development and Reform Commission shall formulate specific management measures for the issuance of registrations for the public issuance of relevant securities.
3. Penalties for securities violations according to law
Strict implementation of the revised securities laws and regulations, further improving the standards for securities supervision and enforcement, and improving supervision capacity and level. We will step up efforts to investigate and deal with acts that seriously disrupt market order, such as fraudulent issuance, illegal disclosure of information, intermediary agencies' diligence and due diligence, market manipulation, insider trading, and the use of undisclosed information for securities transactions. Strengthen the link between administrative law enforcement and criminal justice, strengthen information sharing and clue notification, and improve the efficiency of case transfer and investigation. Public security organs must step up their crackdown on illegal and criminal acts of securities and form an effective deterrent.
Strengthening the protection of investors' legitimate rights and interests
Relevant departments must conscientiously implement the revised securities law and take effective measures to protect the legal rights and interests of investors, especially small and medium investors. It is necessary to actively cooperate with the judicial organs, steadily promote the system for civil protection of securities compensation by investor protection agencies on behalf of investors, and promote the improvement of relevant judicial interpretations. Strictly implement the information disclosure regulations, improve relevant rules, clarify the conditions for information disclosure media, make transitional connections before and after the revision of the rules, and protect investors' right to know according to law.
V. Speed up the review and improvement of relevant rules and regulations
The Securities Regulatory Commission, the Ministry of Justice and other departments shall conduct special clean-up of administrative regulations related to the securities law and propose amendments in a timely manner. Relevant departments shall, in light of the new requirements after the amendment of the Securities Law, promptly organize and clean up relevant rules and regulations, do a good job of legislative reform and abolition, and do a good job of policy convergence.
Office of the State Council
February 29, 2020
(This is publicly posted)