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| Circular of the Scheme of Comprehensive Governance of Securities Companies Issued by the CSRC and Forwarded by the State Council | | 国务院办公厅转发证监会关于证券公司综合治理工作方案的通知 |
(July 29, 2005 G.B.F. [2005] No.43) | |
（国办发[2005]43号 2005年7月29日） |
To the people's governments of all provinces, autonomous regions and municipalities under the Central Government, and all the ministries and commissions and their subordinate agencies of the State Council: | |
证监会商有关部门拟订的《证券公司综合治理工作方案》（以下简称《方案》）已经国务院同意，现转发给你们，请认真贯彻执行。 |
The “Scheme of Comprehensive Governance of Securities Companies” (the “Scheme”) drafted by the China Securities Regulatory Commission (CSRC) has been approved by the State Council. It is now forwarded to you and expected to be duly implemented. | |
证券公司是证券市场重要的中介机构，在证券市场的培育和发展中发挥了重要作用。但由于体制、机制上存在缺陷，证券公司在快速发展的同时，也积累了许多矛盾和问题。随着证券市场的结构性调整和改革力度加大，近年来，证券公司存在的问题逐渐暴露，风险集中爆发，经营和发展遇到了很大困难，迫切需要采取措施进行综合治理。 |
The securities company is an important intermediary in the securities market and plays an important role in the cultivation and development of the securities market. However, due to the weaknesses as found in the relevant system and mechanism, securities companies have encountered more and more conflicts and problems in the course of their rapid development. In the recent years, along with the strengthening of the structural adjustment and reform enforcement over the securities market, the problems existing in the securities market have gradually become obvious and risks have burst out intensively, so that the operation and development of the securities market have met great difficulties, which need to be promptly addressed comprehensively through proper measures. | |
证券公司综合治理工作敏感度高、涉及面广，事关证券市场的健康发展和社会稳定。各地区、各部门要统一认识，坚定信心，高度重视，密切配合，按照《方案》的要求，切实负起责任，共同做好这项工作。要加快落实《国务院关于推进资本市场改革开放和稳定发展的若干意见》（国发［2004］3号），进一步加强对证券公司的监管，积极推进各项基础制度改革，稳妥处置证券公司风险，推进证券公司重组，并采取切实有效的措施解决证券公司流动性问题，支持、引导证券公司创新发展、做优做强。要严肃法纪，加大对证券犯罪行为的打击和涉案资产的追缴力度。要加强舆论宣传和引导，做好解疑释惑工作，为证券公司综合治理工作创造有利的舆论环境。 |
The work of comprehensive governance of securities companies is characterized by its high sensitivity and large coverage, and is vital to the healthy development of the securities market and the social stability. All the regions and departments should, according to the requirements of the “Scheme”, take the responsibilities to do the work with a uniform understanding, full confidence, high attention and close cooperation. We should undertake to implement the “Opinions of the State Council on Promoting the Reform, Opening and Stable Growth of Capital Market” (G.F. [2004] No.3), further strengthen the regulations on the securities companies, actively push the reform of various fundamental systems, address the risks of securities companies steadily and surely, promote the reorganization of securities companies, take effective measures to resolve the liquidity problems of securities companies, and support and lead securities companies to innovate, develop and improve themselves. We should stress the laws and disciplines and reinforce the strength to crack down the illegal activities and recover the assets involved in the criminal cases. We should enhance the media and publicity work, and explain to the public carefully to create a favorable environment for the comprehensive governance of securities companies. | |
地方各级人民政府要切实承担起维护社会稳定的职责，对行政区域内证券公司的风险状况要做到心中有数，制订好应急预案。要按照国家有关规定认真做好破产关闭证券公司的个人债权甄别和收购资金筹措等工作，及时妥善地解决好行政区域内机构名义个人债等敏感问题。对可能引发群体性事件或恶性个案的不稳定因素，要及时采取措施，果断予以化解。 |
The local people's governments at various levels should take the responsibilities to maintain the social stability, know well the risk situations of the securities companies in administrative regions, and formulate an emergency scheme; should do the work of discriminating the individual creditor's rights and raising the purchase funds of the bankrupt and closed-down securities companies and properly solve the sensitive problems including the individual debts under the name of the institution in administrative regions in time; and should take measures in time to eliminate the unstable factors which may cause the group events or the malignant cases. | |
证券公司综合治理工作方案 |
Work Scheme on Comprehensive Governance of Securities Companies | |
（证监会） |
As an important intermediary in the securities market, the securities company has grown in exploration and reform and played an important role in the cultivation and development of the securities market for more than ten years. In the recent years, along with the strengthening of the structural adjustment and reform power of the market, problems related to the securities companies have become obvious and the corresponding risks have burst out intensively, so the operation and development of the securities market have encountered many difficulties. The causes for the problems in the securities market are very complicated. There are not only the environment factors of the market, but also the internal factors including the imperfect system and unsound mechanism. Along with the establishment and improvement of the fundamental systems, the further strengthening of various regulatory measures as well as the rational return of the stock market, the progressive differentiation of the securities companies has been growing and the industry risks released greatly, so that the time and condition for basically solving the problems of securities companies have been matured. In order to carry out the comprehensive governance of securities companies with a uniform understanding and clear objects and requirements, the work scheme is hereby formulated as follows: | |
证券公司作为证券市场重要的中介机构，十几年来，在探索和改革中成长，对证券市场的培育和发展发挥了十分重要的作用，但也积累了许多矛盾和问题。近年来，随着市场的结构性调整和改革力度加大，证券公司的问题充分暴露，风险集中爆发，证券行业的发展面临困难。证券公司的问题成因十分复杂，既有市场环境因素，又有制度不完善、机制不健全等内在因素。随着基础制度的建立完善和各项监管措施的进一步强化，以及股票市场的理性回归，证券公司逐步分化，行业风险明显释放，从根本上解决证券公司问题的时机和条件已经成熟。为统一认识，明确目标和要求，切实做好证券公司综合治理工作，制定如下工作方案： |
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| I. Basic thoughts, principles and objectives: | | 一、基本思路、原则和目标 |
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| 1. Basic thoughts of the comprehensive governance are: seizing the great opportunity of the smooth operation of macro-economy, deepening the reform of the securities market, and carrying out the work of risk handling,, daily regulation and industry development reinforcement at the same time with the aim of strengthening prevention, improving the system, establishing the mechanism and cracking down illegal activities, and basically eliminating current risks in 2 years by way of combination of prevention and management, and mainly through prevention, to establish a new mechanism to prevent the new risks effectively and to lay a solid foundation for the standardized, sustainable and stable development of the securities market. | | （一）综合治理工作的基本思路是：紧紧抓住宏观经济良性运行和证券市场深化改革的重要机遇，以加强防范、完善制度、形成机制、打击违法违规活动为目标，将风险处置、日常监管和推进行业发展三管齐下，做到防治结合，以防为主，力争在两年内，基本化解现有风险，初步建立新的机制，有效防范新的风险，为证券公司规范、持续、稳定发展奠定基础。 |
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| 2. Basic principles of the comprehensive governance: first of all, to carry out the work in multi-aspects and handle the work by classification; to push the risk elimination and system establishment simultaneously, combine the reinforcement of industry regulation and the encouragement of innovative development together and connect the current work with the long-term objective closely; to deal promptly with the companies with high risks so as to eliminate the risks and hidden troubles thoroughly, to support the standardized development of the good companies and take measures to help the companies which are likely to carry out rectification; second, to take the once-for-all solutions with the emphasis on solving the problems from the very root; to speed up, in the course of risk disposal, the establishment and promotion of the third party depositing system for the clients' transaction settlement funds, reform the system of transaction and settlement of the treasury bonds repurchase, self-operation of securities and assets management business, and establish and improve the system of the information disclosure of securities companies; to make the entry to the market strict, strengthen the continuous supervision over the securities companies, their shareholders and senior management and punish the people who break the relevant laws and regulations; to improve the risk-warning mechanism with the early discovery, disclosure and handling of various kinds of risks; third, to ensure the stability with an overall consideration; while establishing and implementing the measures of comprehensive governance of securities companies, we should not only make decisions cautiously and plan deployment carefully, but also pay attention to the timing and rhythm to ensure the stability of the industry, market and society; forth, to do the administrative work according to law and improve the mechanism; relevant laws and regulations should be formulated and amended to improve the basic system of operation and regulation of securities companies; reorganization mechanism of marketization of securities companies should be exploited to improve the ability of eliminating risks of the industry itself; the external restriction should be reinforced by taking measures including survival of the fittest and investigation of responsibilities, and the securities companies should be pushed to establish their internal restriction mechanism. | | （二）综合治理工作的基本原则：一是多管齐下，分类处置。化解风险和制度建设同步推进，加强行业监管与鼓励创新发展有机结合，近期工作和长远目标紧密衔接；对高风险公司要及时处置、彻底消除风险隐患，对优质公司要支持其规范发展，对整改有望的公司要采取措施帮助其渡过难关。二是标本兼治，重在治本。在做好风险处置工作的同时，加快建立和推进客户交易结算资金第三方存管制度，改革国债回购交易结算和证券自营、资产管理业务制度，建立和完善证券公司信息披露制度；严格市场准入，加强对证券公司及其股东和高管人员的持续监管，对违法违规人员坚决予以惩处；切实改进风险预警机制，对各种风险做到早发现、早披露、早处置。三是统筹兼顾，确保稳定。制定和实施证券公司综合治理措施时，既要审慎决策、周密部署，又要注意时机和把握节奏，确保行业、市场和社会稳定。四是依法行政，完善机制。要制订修订有关法律法规，完善证券公司运行与监管的基础制度；要探索证券公司市场化重组机制，提高行业自身化解风险的能力；要通过优胜劣汰、责任追究等手段强化外部约束，并推动证券公司切实建立内部约束机制。 |
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| 3. Short-term objectives of the comprehensive governance: by the end of 2005, the risk situations about the securities companies should be known well, the clearing work of the concealed accounts should have been generally completed and the financial information should be disclosed by the good-quality companies and standardized companies; the increase and appropriation of the clients' transaction settlement funds should be eliminated, the independent depositing of the clients' transaction settlement funds should be realized and all the qualified companies should implement the third party depositing; the systems for transaction settlement of treasury bonds repurchase, assets management and proprietary securities business management should be implemented; with the premise of maintaining the stability of the market and society, some high-risk-encountered companies which have exposed risks, are hopeless to save themselves or severely break the regulations should be closed in time and the diversified reorganization modes should be created; measures should be taken to solve the difficulties of and to help the companies which have the clear background known to the public, are likely to carry out the rectification to overcome the difficulties; the effective cooperation mechanism of securities supervision institutions and the police and judicial authority should be established to form a strict market discipline and to punish and restrain the actions breaking the laws and regulations. | | （三）综合治理工作的近期目标：在2005年底前，摸清证券公司风险底数，基本完成账外账清理工作，优质公司和规范类公司公开披露财务信息；杜绝客户交易结算资金的新增挪用，实现客户交易结算资金的独立存管，具备条件公司均实现第三方存管；全面实施改革后的国债回购交易结算制度、资产管理和证券自营业务管理制度；在维护市场和社会稳定的前提下，及时关闭一批风险显露、自救无望或严重违规的高风险公司，探索多样化的重组模式；采取措施缓解证券公司阶段性流动性困难，帮助底数清楚、整改有望的公司渡过难关；建立证券监管机构与公安、司法机关的有效协作机制，严肃市场纪律，严厉查处违法违规行为，坚决遏制违法违规活动。 |
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4. Long-term objectives of the comprehensive governance: by the end of 2007, the public disclosure system should have been implemented completely by securities companies and the reported information should have been authentic, correct and complete; clients' assets should be safe and complete, the companies' operation risks should be isolated from social risks and the third party depositing system for the clients' transaction settlement funds should be implemented; the thought of compliance operation according to laws should be built up to make the operation behaviors standardized; the abilities of internal control and risk management should be by and large enhanced, problems left over from history should be solved basically, the market innovation should be carried out in an orderly manner, the profit-making mode should be improved distinctly, the financial situation should be good on the whole, and the great risks and hidden troubles of industry should be eliminated; the number and structure of companies should be rational, the market position should be clear and definite, the mechanism of survival of the fittest should be in the main formed, the opening-up of the industry should be promoted stably and the situation of international competition should be set up primarily; the market innovation and the intermediary function of securities companies should be strengthened to give full play to the support and promotion of the securities market's sustainable and healthy development; relevant laws and regulations should be made relatively more accomplished; the mechanism for cooperation between the securities regulatory institutions and the public security and judicial authorities should be improved further, the resources and measures of supervision should be sufficient and the level of regulation should be increased to find out and deal with the law-breaking activities in time; and the responsibilities in all parts of the operation and supervision system for securities companies should be clarified and the accountability system implemented effectively.
．．．．．． | | （四）综合治理工作的远期目标：在2007年底前，证券公司全面实施公开披露制度，报送的信息要真实、准确、完整；客户资产安全、完整，公司经营风险与社会风险有效隔离，实行客户交易结算资金第三方存管制度；依法合规经营意识全面树立，经营行为基本规范；内部控制与风险管理能力普遍增强，历史遗留问题基本化解，市场化创新有序进行，盈利模式明显改善，财务状况总体健康，没有行业性重大风险隐患；公司数量与结构基本合理，市场定位清晰、明确，优胜劣汰机制基本形成，行业对外开放稳步推进，国际化竞争格局初现；证券公司的市场创新和中介功能得到增强，能有效发挥支持、促进证券市场持续健康发展的积极作用。相关法律制度比较完备。证券监管机构与公安、司法机关的协作机制进一步完善，监管资源和手段充足，监管工作水平明显提高，违法违规行为能得到迅速发现和及时处理。证券公司运行和监管体系中各环节责任明确，责任追究制度有效执行。
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