證券公司短期融資券管理辦法.doc

證券公司短期融資券管理辦法Announcement of the Peoples Bank of China中國人民銀行公告2004第12號頒布日期：20041018 實施日期：20041101 頒布單位：中國人民銀行2004 No. 12October 18， 2004For the purpose of promoting further development of money market and expanding the financing channels of securities companies， the Measures for the Administration of Short-term Financing Bills of Securities Companies， which were formulated by the Peoples Bank of China in consultation with the China Securities Regulatory Commission and the China Banking Regulatory Commission， are hereby promulgated and shall come into force as of November 1st， 2004.Measures for the Administration of Short-term Financing Bills of Securities CompaniesChapter I General ProvisionsArticle 1 The present Measures are formulated according to the Law of the Peoples Republic of China on the Peoples Bank of China in order to further promote development of the money market， expand financing channels of securities companies， regulate the issuance and trading of short-term financing bills of securities companies and protect the legitimate rights and interests of the investors of short-term financing bills.Article 2 The “short-term financing bills of securities companies”（hereinafter referred to as “short-term financing bills”） as referred to in the present Measures shall mean the financial bond issued by securities companies in the inter-bank bond market for the purpose of short-term financing and for which both parties agree to repay both the principal and the corresponding interests within a time limit.Article 3 The issuance and trading of short-term financing bills of securities companies shall be subject to the supervision and administration of the Peoples Bank of China.Article 4 The Peoples Bank of China shall authorize the National Inter-bank Funding Center （hereinafter referred to as the Inter-bank Funding Center） to， through the electronic information system of the Inter-bank Financing Center， publicize the supervisory opinions of China Securities Regulatory Commission （hereinafter referred to as the CSRC） on whether or not an issuer of short-term financing bills meets the basic conditions for issuing short-term financing bills.Article 5 The short-term financing bills of securities companies shall be issued and traded only in the inter-bank bond market.Article 6 The issuance and trading of short-term financing bills of securities companies shall follow the principles of fairness， good faith and self-discipline.Every investor of short-term financing bills shall meet the requirements of prudent supervision of its own supervisory department and be of the capability of identifying， judging and assuming risks. The risks of short-term financing bills shall be assumed by the investor itself.Article 7 The securities company issuing short-term financing bills shall repay the principal and interests on schedule.Article 8 The securities company issuing short-term financing bills shall truly， exactly， completely and timely disclose the information according to provisions of the present Measures.Chapter II IssuanceArticle 9 The securities company applying for issuing short-term financing bills shall meet the following fundamental conditions and obtain approval from the CSRC：（1） Having acquired the membership of the National Inter-bank Funding Center for more than one year；（2） The issuer has， according to unified requirements of the norms， disclosed its detailed accounting information in the National Inter-bank Funding Center for more than one year， and has no record of violation of information disclosure in the recent year；（3） The storage and management of transaction settlement funds of customers shall accord with the provisions of the CSRC， and the transaction settlement funds of customers have not been embezzled during the recent year；（4） It should have a sound system of internal control and strictly separating administration of the entrusted businesses and the self-management businesses thereof； there is a middle office to supervise and control the operational risks over front and back offices， and there is no significant violation of laws and regulations during the last two years；（5） The method of market value shall be applied to evaluate the assets and debts， and a reasonable method shall be used to evaluate the risks of stocks； and（6） Other conditions as provided for by the Peoples Bank of China or the CSRC.Article 10 The securities company with the competency to issue short-term financing bills approved by the CSRC shall submit the following materials to the Peoples Bank of China for archival filing if it plans to issue short-term financing bills in an inter-bank bond market：（1） A photocopy of the approval documents to become a membership of the National Inter-bank Funding Market；（2） A photocopy of the announcement of relevant information disclosure published by the Inter-bank Funding Center；（3） A photocopy of confirmation documents by the CSRC of the competency to issue short-term financing bills； and（4） Other documents required to be submitted by the Peoples Bank of China.The Peoples Bank of China shall， within 10 working days from accepting the required materials for archival filing， confirm the receipt of such materials in the form of a written archival filing notice and set the upper limit of short-term financing bills issued by the securities company.Article 11 A securities company that is to issue short-term financing bills shall designate a capital and credit rating institution to make credit rating on it.Article 12 A securities company that issues short-term financing bills shall， according to the related provisions， formulate relevant operation rules， and establish and improve the systems of risk management and internal control.Article 13 A securities company shall adopt the balance management system on the issuance of short-term financing bills， and the balance of short-term financing bills to be repaid shall not exceed 60 per cent of its net capital. Within such limit， the securities company shall freely confirm its issuance scale of short-term financing bills.The Peoples Bank of China shall regulate the upper limit of an issuers balance of short-term financing bills once every 6 months pursuant to the information concerning the securities companys net capital as provided by the CSRC， and announce the upper limit of the balance in the national inter-bank bond market.The Peoples Bank of China shall be entitled to regulating the upper limit of the ratio between the securities companys balance of short-term financing bills and its net capital in light of the market performance and the issuers situation.Article 14 The maximum time limit of a short-term financing bill shall be 91 days. The securities companies that issue short-term financing bills may freely determine the terms of their short-term financing bills within the said maximum time limit.The Peoples Bank of China shall be entitled to regulating the upper limit of the time limit of short-term financing bills pursuant to the market performance.Article 15 The issuing period of short-term financing bills shall not exceed 3 working days， which starts from the bidding day of short-term financing bills to the day when the relationship of debtor-creditor is established.Article 16 The issuance of short-term financing bills shall be in the form of auction， and the interest rate or price of issuance shall be freely determined by the two parties.Article 17 The Peoples Bank of China shall authorize the China Government Securities Depository Trust Clearing Co.， Ltd. （hereinafter referred to as the CGSDTC） to be responsible for setting the issuing period of short-term financing bills. Prior to each issuance， the securities company shall apply for setting the issuing period to the CGSDTC， which shall arrange for the issuance according to the sequence of applications of securities companies. The application materials for issuing period shall include， but not be limited to the following items：（1） a written notice of archival filing of the Peoples Bank of China；（2） the scale of the planned issuance of short-term financing bills；（3） the time limit of the planned issuance of short-term financing bills；（4） the method to determine the interest rate of the planned issuance of short-term financing bills；（5） the balance of short-term financing bills to be repaid and its detailed information； and（6） other items as required by the Peoples Bank of China.The CGSDTC shall， within 2 working days from acceptance of the application documents according with the provisions of this Article， determine the date of issuance and notify the issuer of it.Article 18 The issuer shall publish a collecting prospectus for the current issuance of short-term financing bills through the China bond website （/） within 3 working days as of the date of issuance as determined by the CGSDTC. Written legal opinions shall be issued by a law office for the prospectus， which shall have specific and clear contents， and shall explicitly stipulate the rights and obligations of the parties of the short-term financing bills. The prospectus shall include， but not be limited to the following items：（1） the basic information of the issuer；（2） the scale and time limit of short-term financing bills to be issued and the method adopted to determine the interest rate；（3） the guarantee situation of short-term financing bills to be issued；（4） the issuing period；（5） the time and form of repayment of the principal and interests；（6） liabilities of the issuer for breach of the contract；（7） objects of issuance；（8） points of attention regarding investment risks； and（9） other items as required to be published by the Peoples Bank of China.Article 19 After finishing the issuance of short-term financing bills， the issuer shall announce to the market such information as the actual scale， actual interest rate and the time limit of issuance through China bond website （/） within the first working day following the day of registering the credits and debts. The CGSDTC shall summarize the issuance announcements regularly and report the circumstances of issuance of short-term financing bills to the Peoples Bank of China.Article 20 No securities company may use the funds raised through issuing short-term financing bills for the following purposes：（1） making fixed asset investment and establishing network stations for business；（2） making investment in the secondary stock market；（3） providing financing for the securities trading of any client；（4） making long-term equity investment； or（5） any other uses as prohibited by the Peoples Bank of China.Chapter III Trading， Trusteeship， Settlement and RedemptionArticle 21 The short-term financing bills may be traded in the national inter-bank bond market according to the Measures for Administration of Bond Trading in the National Inter-bank Bond Market. The short-term financing bills may circulate and be transferred from the next working day following the day of registering the credits and debts. The trading of short-term financing bills shall be carried out through the electronic trading system of the Inter-bank Funding Center.Article 22 The short-term financing bills shall be registered， entrusted and settled in the form of bookkeeping at the CGSDTC.Article 23 The issuer shall cash the principal and interests of short-term financing bills on schedule in light of the stipulations of announcement of issuance and shall not alter the date of redemption without permission.Article 24 The deadline for transferring the ownership of short-term financing bills shall be 3 working days prior to their maturity. The issuer shall transfer the full amount of principal and interests of short-term financing bills to be redeemed to an account specified by the CGSDTC on the day when the short-term financing bills expire （extended if falling on holidays）， and the CGSDTC shall pay the principal and interests to the investors of short-term financing bills.Article 25 In case the issuer fails to transfer the full amount of principal and interests of short-term financing bills to the account specified by the CGSDTC on schedule， the CGSDTC shall announce such failure to investors through the China money website （） and the China bond website （/） at the end of the day when the short-term financing bills expire.Chapter IV Information DisclosureArticle 26 The securities company， which issues short-term financing bills， shall be obliged to disclose information to the inter-bank bond market.Article 27 The board of directors or the major principal of a securities company that issues short-term financing bills shall ensure the authenticity， accuracy and integrity of disclosed information and assume corresponding legal liability.Article 28 The securities company that issues short-term financing bills shall regularly disclose the following information through the electronic information system of the Inter-bank Funding Center：（1） the balance sheets and net assets statements， the profit statements and profit distribution statements of previous year prior to January 20 of each year；（2） the balance sheets and net assets statements， the profit statements and profit distribution statements of the first six months of current year prior to July 20 of each year； and（3） the annual financial statements and auditing reports audited by a qualified accounting company engaged in such relevant businesses as securities and futures， including the full context of the auditing opinions， audited balance sheets， net assets statements， profit statements， profit distribution statements and appendix of the financial statements prior to April 30 of each year.Article 29 The issuer shall make an announcement timely under any of the following circumstances：（1） being expected to have difficulty in repaying interests or principal on schedule；（2） deduction of capital， merger， split-up， dissolution and application for bankruptcy；（3） alteration of stock rights； or（4） other circumstances that shall be announced as prescribed by the Peoples Bank of China.Article 30 The listed securities companies may be immune from regularly disclosure of the information stipulated in items （1） and （2） of Article 27 of the present Measures.Chapter V Supervision and AdministrationArticle 31 The Peoples Bank of China shall be entitled to conducting dynamic inspection at any time on the issuance and trading of short-term financing bills of a securities company and the use of raised funds.Article 32 The Peoples Bank of China may reset the upper limit of an issuers balance of short-term financing bills to be repaid at less than 50 percent of the original upper limit of the issuers balance of short-term financing bills to be repaid in case the issuer has any of the following acts：（1） failing to redeem the full amount of principal and interests of short-term financing bills on schedule； or（2） failing to disclose information as required twice within 3 years.Article 33 The Peoples Bank of China may suspend the issuance of short-term financing bills of an issuer at the national inter-bank bond market for six months if：（1） its balance of short-term financing bills to be repaid exceeds the upper limit set by the Peoples Bank of China；（2） its raised funds of short-term financing bills are put into prohibitive uses；（3） it has failed twice in six months to repay the full amount of principal and interests of short-term financing bills on schedule； or（4） it has failed to disclose information as required three times in 3 years.Article 34 The Peoples Bank of China may prohibit an issuer from issuing short-term financing bills in the national inter-bank bond market if：（1） its membership in the Inter-bank Funding Center is cancelled；（2） it has disclosed false information；（3） the CSRC finds that the company falls short of any of the items （3）， （4）， （5） and （6） of Article 9 of the present Measures；（4） it is subject to a fine or more severe penalty imposed by the CSRC or other competent departments for businesses violating laws and regulations；（5） two or more main financial indexes of it do not meet the supervisory requirements of the CSRC；（6） it has failed to repay the full amount of prin