| Implementation Opinions of the Shanghai Financial Court on Serving and Guaranteeing the Establishment of the STAR Market and the Launch of the Pilot Program of Reform on the Registration System | | 上海金融法院关于服务保障设立科创板并试点注册制改革的实施意见 |
| (July 23, 2019) | | （2019年7月23日） |
| The establishment of the STAR Market and the launch of the pilot program of the registration system is a major strategic arrangement made by the central government in response to the current world economic situation and based on China's reform and opening up, a major reform measure to implement the strategy of making China strong in finance, science and technology and innovation-driven development, promote high-quality economic development, and support the building of an international financial center and scientific and technological innovation center in Shanghai, and an important arrangement to improve the basic system of capital market, stimulate market vitality and protect the legitimate rights and interests of investors. | | 设立科创板并试点注册制是中央针对当前世界经济形势，立足全国改革开放大局作出的重大战略部署，是落实金融强国、科技强国和创新驱动发展战略、推动经济高质量发展、支持上海国际金融中心建设和科技创新中心建设的重大改革举措，是完善资本市场基础制度、激发市场活力和保护投资者合法权益的重要安排。 |
| As the country's first specialized financial court, the Shanghai Financial Court has been guided by the Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, thoroughly implemented the spirit of the important remarks made by General Secretary Xi Jinping during an inspection tour of Shanghai, been fully aware of the great significance of establishing the STAR market and launching the pilot program of the registration system, firmly grasped the strategic positioning of financial justice, maximize the role of financial justice, shouldered the important responsibility of the trail centralized jurisdiction of cases involving the STAR market, responded positively to the judicial needs in the establishment of the STAR market and the launch of the pilot program of reform on the registration system, established and improved a specialized financial trial mechanism that is suitable for the establishment of the STAR Market and the launch of the pilot program of the registration system, tried cases involving the STAR Market in a fair and efficient way, guarded against and defused financial risks, and protected the legitimate rights and interests of investors, thus creating a high-quality law-based financial environment for the establishment of the STAR market and the launch of the pilot program of reform on the registration system. | | 上海金融法院作为全国首家金融专门法院，坚持以习近平新时代中国特色社会主义思想为指导，深入学习贯彻习近平总书记考察上海时的重要讲话精神，充分认识设立科创板并试点注册制的重大意义，牢牢把握金融司法的战略定位，自觉提升司法服务保障水平，充分发挥金融审判职能作用，肩负起试点集中管辖涉科创板案件的重要职责，积极回应设立科创板并试点注册制改革过程中的司法需求，建立健全与设立科创板并试点注册制相适应的专业化金融审判工作机制，依法公正高效审理涉科创板案件，防范化解金融风险，保护投资者合法权益，为设立科创板并试点注册制改革营造优质的金融法治环境。 |
| For the purposes of thoroughly implementing the decisions and arrangements of the central government to establish the STAR market and launch the pilot program of the registration system, serving and guaranteeing the establishment of the STAR market and the launch of the pilot program of reform on the registration system, these implementation opinions are hereby developed in accordance with relevant laws and regulations and judicial interpretation provisions and in light of the Notice by the Supreme People's Court of Issuing the Several Opinions on Providing Judicial Guarantees for the Establishment of the STAR Market and the Pilot Program of the Registration System Reform, the Several Opinions of the Higher People's Court of Shanghai on Serving and Guaranteeing the Establishment of the STAR Market and the Launch of the Pilot Program of the Registration System as well as the realities of the Shanghai Financial Court. | | 为全面贯彻落实中央关于在上海证券交易所设立科创板并试点注册制的决策部署，服务保障设立科创板并试点注册制改革顺利运行，根据相关法律法规和司法解释规定，结合最高人民法院《关于为设立科创板并试点注册制改革提供司法保障的若干意见》、上海市高级人民法院《关于服务保障设立科创板并试点注册制的若干意见》和上海金融法院工作实际，制定本实施意见。 |
| 1. Establishing and improving the organizational leadership. The leading group for serving and guaranteeing the establishment of the STAR market and the launch of the pilot program of reform under the Shanghai Financial Court shall be established. Efforts shall be made to organize, coordinate and promote the overall guidance of the court's attempt to serve and guarantee the establishment of the STAR market and the launch of the pilot program of reform on the registration system, conduct in-depth study and solve major problems in the relevant judicial work, further strengthen communication and coordination with administrative securities regulators and self-regulatory regulators, so as to ensure that all service guarantee measures are implemented effectively. | | 1.建立健全组织领导机构。成立上海金融法院服务保障科创板并试点注册制改革工作领导小组，统筹组织、协调推进、全面指导本院服务保障科创板并试点注册制改革工作的开展，深入研究解决相关司法审判工作中的重大问题，进一步加强与证券行政监管机构和自律监管机构的沟通协调，全力确保各项服务保障举措落地见效。 |
| 2. Conducting pilot centralized jurisdiction over cases involving the STAR market. The Shanghai Financial Court shall, in accordance with law, accept civil and commercial cases under original jurisdiction of enterprises that have completed IPO and listing of stocks on the STAR market, such as cases involving disputes about securities issuance, securities underwriting contracts, securities listing sponsorship contracts, securities listing contracts and securities fraud liabilities, as well as civil and commercial cases under original jurisdiction and financial administrative cases where the defendant is the Shanghai Stock Exchange or a third party and related to its performance of duties. | | 2.试点集中管辖涉科创板案件。依法受理在科创板首次公开发行股票并上市企业的证券发行纠纷、证券承销合同纠纷、证券上市保荐合同纠纷、证券上市合同纠纷和证券欺诈责任纠纷等第一审民商事案件，以及以上海证券交易所为被告或者第三人与其履行职责相关的第一审金融民商事案件和涉金融行政案件。 |
| 3. Establishing a green channel for litigation services. The cases involving the STAR market shall be subject to rapid case filling, precise trial and quick execution. The online paperless filing shall be improved with the focus on improving the efficiency of case filing examination, in an efforts to effectively shorten the filing time. Electronic delivery shall be used flexibly to expand foreign-service channels according to law and improve delivery efficiency. For civil compensation cases filed in support of the action by a legally established securities investor protection institution, various convenient ways shall be explored to verify the litigation qualification of litigants in different places, so that the online handling and trans-regional remote handling of litigation matters may be realized to effectively solve the inconvenience of litigation for litigants from other places. Case filling guidelines and consulting Services in both Chinese and English shall be provided to facilitate litigation by Chinese and foreign parties. | | 3.建立诉讼服务绿色通道。对涉科创板案件实行快立、精审、速执。完善网上无纸化立案，着力提高立案审查效率、有效缩短立案时间，灵活运用电子送达，依法拓宽涉外送达途径，提升送达效率。对于依法设立的证券投资者保护机构提起支持诉讼的民事赔偿案件，探索以多种便捷方式核实异地当事人诉讼主体资格，逐步实现诉讼事项的全流程在线办理和跨区域远程办理，切实解决异地当事人诉讼不便问题。提供中英文立案指南和咨询服务，方便中外当事人诉讼。 |
| 4. Improving specialized judicial mechanisms. The role of the Special Committee of Securities Case Judges in the unification of the application of law, business guidance, and communication and coordination shall be maximized. Judges with high political quality, profound professional skills and strong business capabilities shall be selected to form across courts a new type of trial team for cases involving the STAR market to undertake trials of cases involving the STAR market. The establishment of an expert jury mechanism that meets the needs of specialized trials of cases involving the STAR market shall be explored. Experts and scholars from financial regulators, the financial sector and research institutes shall be employed to serve as people's assessors and participate in the trial of cases in accordance with law. The expert assistant system shall be further implemented to allow the parties to apply for or the court to appoint an expert assistant to appear in court to express their opinions on the professional issues involved in the case. During the trial of a case, individuals or organizations with expertise other than the parties to the case shall be allowed to publicly submit written opinions to the court on major legal disputes directly related to the case. | | 4.完善专业化审判机制。充分发挥证券业案件法官专业委员会适法统一、业务指导、沟通协调的职能作用，选派政治素质高、专业功底深、办案能力强的法官跨庭组建涉科创板案件新型审判团队，承担涉科创板案件审判工作。探索建立契合涉科创板案件专业化审判需求的专家陪审机制，依法选聘金融监管机构、金融行业和科研院所的专家学者担任人民陪审员，参与案件审理。进一步推行专家辅助人制度，就案件涉及的专业问题，可依当事人申请或法院依职权指派专家辅助人出庭发表意见。在案件审理过程中，允许案件当事人之外的具有专门知识的个人或组织，就与案件直接相关的重大法律争议问题向法庭公开提交书面意见书。 |
| 5. Improving the model securities-related judgment mechanism. Various mechanisms for model judgments on securities disputes shall be deepened to effectively resolve mass civil compensation disputes involving the STAR market. Priority shall be given to cases filed in support of the action by a securities investor protection institution as model cases. After the model judgment takes effect, the leverage of litigation costs relief shall be used to encourage the parties to parallel cases to conduct mediation first through professional mediation organizations with reference to the judgment standards of model judgments. The court trial procedures for parallel cases shall be simplified, and the form and element-type judgment documents shall be launched to further shorten the trial period and improve the efficiency of litigation. In response of the new-type mass disputes related to the basic systems of issuance, listing, underwriting, trading and information disclosure and other basic systems for the establishment of the STAR market and the launch of the pilot program of reform on the registration system, interpretation of laws and reasoning shall be strengthened. Particularly, emphasis shall be placed on maximizing the publicity role of rules for model judgments, clarifying the principles of judicial judgment, and regulating and guiding market players. | | 5.完善证券示范判决机制。深化证券纠纷示范判决的各项机制，高效化解涉科创板群体性民事赔偿纠纷。优先选定证券投资者保护机构提起支持诉讼的案件作为示范案件，示范判决生效后，利用诉讼费用减免的杠杆作用，引导平行案件当事人先行通过专业调解组织参照示范判决的裁判标准进行调解，有效降低投资者的维权成本。简化平行案件的庭审程序，推行表格式、要素式裁判文书样式，进一步缩短审理期限、提高诉讼效率。针对与设立科创板并试点注册制的发行、上市、承销、交易、信息披露等基础制度相关的新类型群体性纠纷，加强释法说理，注重发挥示范判决的规则宣示功能，明确司法裁判原则，规范引导市场主体。 |
| 6. Exploring the establishment of the public interest litigation system for securities. The protection of investors' legitimate rights and interests shall be further strengthened. With respect to the civil tort of securities fraud that damages the legitimate rights and interests of investors, a civil public interest litigation mechanism for securities filed by legally established securities investor protection institutions and organs and relevant organizations prescribed by law shall be explored. If an investor who is harmed by the same tort and if the valid judgment of public interest litigation makes a favorable judgment for investors as to whether a tort is established, whether there is a causal relationship between the tort and investment losses and whether the principle of compensation for losses and others have common facts and legal disputes, such judgment may be directly used as the basis for the investors' private interest litigation. | | 6.探索建立证券公益诉讼制度。进一步加大投资者合法权益的保护力度，针对损害投资者合法权益的证券欺诈民事侵权行为，探索构建由依法设立的证券投资者保护机构、法律规定的机关和有关组织提起的证券民事公益诉讼机制。因同一侵权行为受到损害的投资者自行提起私益诉讼的，若公益诉讼生效裁判对侵权行为是否成立、侵权行为与投资损失间是否存在因果关系及损失赔付原则等具有共通的事实及法律争点做出对投资者有利认定的，可直接作为投资者私益诉讼的裁判依据。 |
7. Improving the representative action system. If the representative action system is applicable to the trial of mass cases involving the STAR market, the basic facts of the cases such as the scope of proper plaintiffs shall be examined and determined before the announcement is issued. Litigation announcements, rights registration and representative selection shall be advanced by category by relying on information platforms. The parties shall be encouraged to select representatives on their own initiative. If the parties fail to elect representatives, the court shall take into account such factors as the typicality of the parties' claims and the share of their interest claims when proposing or appointing candidates according to law, so as to ensure that the representatives can fully and fairly express the investors' claims. If a legally established securities investor protection institution files a lawsuit in its own name, or accepts the entrustment of an investor to assign staff or entrust agents ad litem to participate in litigation, the court may designate the institution or the party it represents as its representative.
．．．．．． | | 7.完善代表人诉讼制度。适用代表人诉讼制度审理涉科创板群体性案件的，在发出公告前，应先行就适格原告范围等案件基本事实进行审查、认定。依托信息化平台，分类推进诉讼公告、权利登记和代表人推选。引导当事人自行推选代表人，当事人推选不出代表人的，法院在依法提出或指定人选时，应当考量当事人诉讼请求的典型性和利益诉求的份额等因素，确保代表人能够充分公正地表达投资者的诉讼主张。依法设立的证券投资者保护机构以自己的名义提起诉讼，或者接受投资者的委托指派工作人员或者委托诉讼代理人参与诉讼的，本院可指定该机构或者其代理的当事人作为代表人。
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