Article 2 Securities companies shall establish information screening wall systems. Information screening wall systems shall cover all types of businesses in which conflicts of interest exist.
For the purposes of these Guidelines, the information screening wall system shall mean a series of measures adopted to control the improper flow and use of sensitive information among businesses in which conflicts of interest exist.
For the purposes of these Guidelines, sensitive information shall mean the insider information that securities companies obtain or learn about in the course of business operation or other information that may have major impact on investment decisions and has not been disclosed.
For the purposes of these Guidelines, the information screening wall system shall mean a series of measures adopted to control the improper flow and use of sensitive information among businesses in which conflicts of interest exist.
For the purposes of these Guidelines, sensitive information shall mean the insider information that securities companies obtain or learn about in the course of business operation or other information that may have major impact on investment decisions and has not been disclosed.
Article 3 A securities company shall include the information screening wall system in the company's internal control mechanism, adopt effective measures to improve business procedures, identify, evaluate, and manage the sensitive information relating to business operation and the conflict of interest that may occur, strengthen training and education of staff and pursue the liabilities for acts of divulging and using sensitive information in violation of the rules.
A securities company shall regularly evaluate the effectiveness of the information screening wall system and adjust and improve the information screening wall system in a timely manner based on the changes of the situations and the need to manage conflicts of interest.
A securities company shall regularly evaluate the effectiveness of the information screening wall system and adjust and improve the information screening wall system in a timely manner based on the changes of the situations and the need to manage conflicts of interest.
Article 4 A securities company shall specify clearly the duties of the board of directors, the management, all the departments and branches in establishing and implementing the information screening wall system.
The board of directors and the key persons in charge of the operation and management of a securities company shall assume ultimate responsibility for the effectiveness of the company's information screening wall system. The persons-in-charge of all the business departments and branches shall take responsibilities for the effectiveness of the information screening wall systems implemented by their own departments and their own institutions.
The compliance director and compliance department of a securities company shall assist the board of directors and the management to establish and implement the information screening wall system and shall perform examination, supervision, inspection, consultation and training duties.
The board of directors and the key persons in charge of the operation and management of a securities company shall assume ultimate responsibility for the effectiveness of the company's information screening wall system. The persons-in-charge of all the business departments and branches shall take responsibilities for the effectiveness of the information screening wall systems implemented by their own departments and their own institutions.
The compliance director and compliance department of a securities company shall assist the board of directors and the management to establish and implement the information screening wall system and shall perform examination, supervision, inspection, consultation and training duties.
Article 5 A securities company that finds it difficult to avoid conflicts of interest by adopting information screening wall measures shall disclose the conflicts of interest. If it is difficult to effectively handle the conflicts of interest through disclosure, measures such as imposing restrictions on the relevant business shall be adopted.
A securities company that imposes restrictions on the relevant business shall follow the principle of putting clients' interest in the first place and treating clients in a fair manner.
A securities company that imposes restrictions on the relevant business shall follow the principle of putting clients' interest in the first place and treating clients in a fair manner.
Article 10 A securities company shall adopt confidentiality measures to prevent the improper flow and use of sensitive information. Such measures shall include but are not limited to:
Signing confidentiality documents with the staff of the company to require the staff to keep confidential the sensitive information they obtain in their work;
Strengthening the management of the information system that involves sensitive information and the information facilities and equipment such as communication and office automation facilities to protect the security of the sensitive information;
Monitoring the emails, the instant messages and other communication information created by the staff that may learn about the sensitive information by using the information system of the company or the equipment allocated by the company.
Signing confidentiality documents with the staff of the company to require the staff to keep confidential the sensitive information they obtain in their work;
Strengthening the management of the information system that involves sensitive information and the information facilities and equipment such as communication and office automation facilities to protect the security of the sensitive information;
Monitoring the emails, the instant messages and other communication information created by the staff that may learn about the sensitive information by using the information system of the company or the equipment allocated by the company.
Article 11 A securities company shall ensure that the office premise and office equipment of the business departments in which conflicts of interest exist are relatively isolated and mutually independent.
A securities company shall monitor and control the entry and exit of the personnel working in the office premise of the business department that has access to sensitive information and require the staff to avoid entering the office premise of the business department that has conflict of interest with their duties.
A securities company shall monitor and control the entry and exit of the personnel working in the office premise of the business department that has access to sensitive information and require the staff to avoid entering the office premise of the business department that has conflict of interest with their duties.
Article 12 A securities company shall specify clearly the duties and authorities of the senior management personnel. In principle, the same senior management personnel shall not simultaneously manage two or more business departments in which conflicts of interest exist. The same senior management personnel who simultaneously manages two or more business departments in which conflicts of interest exist shall not directly or indirectly participate in business activities that may result in the conflicts of interest, such as making investment decisions or providing investment consultation concerning specific securities varieties.
The staff of a securities company shall not simultaneously perform duties that may result in the conflict of interest. The staff of the business department shall not simultaneously take up positions in the subsidiary that may have conflicts of interest with their business.
The securities company's institution that makes decisions on the relevant business shall implement the withdrawal system and prevent the conflict of interest that may occur.
The staff of a securities company shall not simultaneously perform duties that may result in the conflict of interest. The staff of the business department shall not simultaneously take up positions in the subsidiary that may have conflicts of interest with their business.
The securities company's institution that makes decisions on the relevant business shall implement the withdrawal system and prevent the conflict of interest that may occur.
第十二條 證券公司應(yīng)當明確高級管理人員的職責(zé)權(quán)限同一高級管理人員原則上不應(yīng)同時分管兩個或兩個以上存在利益沖突的業(yè)務(wù)部門。同一高級管理人員同時分管兩個或兩個以上存在利益沖突的業(yè)務(wù)部門的不應(yīng)直接或間接參與具體證券品種的投資決策,投資咨詢等可能導(dǎo)致利益沖突的業(yè)務(wù)活動。
證券公司工作人員不應(yīng)同時履行可能導(dǎo)致利益沖突的職責(zé)業(yè)務(wù)部門工作人員不應(yīng)在與其業(yè)務(wù)存在利益沖突的子公司兼任職務(wù)。
證券公司有關(guān)業(yè)務(wù)的決策機構(gòu)應(yīng)當實行回避制度防范可能產(chǎn)生的利益沖突。
Article 14 A securities company shall separately manage and shall not mix the operation of the capital, securities and accounts involved in businesses such as the securities proprietary business, the securities asset management business and the business of margin trading and short selling of securities.
Article 15 The securities company's business departments in which the conflict of interest exists shall be the two sides of the information screening wall. The business departments and their staff on the two sides of the information screening wall shall implement cross-wall examination and approval procedures for the exchange of sensitive information.
The staff who need to know the sensitive information due to the need to perform management duties are "on the information screening wall". A securities company shall establish the system for managing the staff on the wall, specify clearly the scope and behavior standard of the staff on the wall and prevent the staff on the wall from using the sensitive information improperly.
The staff who need to know the sensitive information due to the need to perform management duties are "on the information screening wall". A securities company shall establish the system for managing the staff on the wall, specify clearly the scope and behavior standard of the staff on the wall and prevent the staff on the wall from using the sensitive information improperly.
Article 16 A securities company shall formulate the cross-wall management system, specify clearly the cross-wall examination and approval procedures and the behavior standard of the staff crossing the wall.
The business department of the securities company that needs other departments to designate staff for cross-wall cooperation shall file an application with the department in which the staff crossing the wall belong and the compliance department in advance and obtain the approval and consent of those departments.
During the cross-wall period, the staff crossing the wall shall not divulge or use in an improper manner the sensitive information they learn about after crossing the wall and shall not obtain sensitive information that is not related to the cross-wall business.
The staff crossing the wall may only get back to the wall after the end of the cross-wall activity and after the sensitive information obtained has been disclosed or no longer has important impact.
The business department of the securities company that needs other departments to designate staff for cross-wall cooperation shall file an application with the department in which the staff crossing the wall belong and the compliance department in advance and obtain the approval and consent of those departments.
During the cross-wall period, the staff crossing the wall shall not divulge or use in an improper manner the sensitive information they learn about after crossing the wall and shall not obtain sensitive information that is not related to the cross-wall business.
The staff crossing the wall may only get back to the wall after the end of the cross-wall activity and after the sensitive information obtained has been disclosed or no longer has important impact.
Article 17 The relevant departments of the securities company shall cooperate in supervising and managing the behavior of the staff crossing the wall.
The compliance department shall be responsible for recording the cross-wall situations, remind the staff crossing the wall about the standard of cross-wall behavior and monitor and control the behavior of the staff crossing the wall in conjunction with the business department making the application to cross the wall and the department in which the staff crossing the wall belong.
The compliance department shall be responsible for recording the cross-wall situations, remind the staff crossing the wall about the standard of cross-wall behavior and monitor and control the behavior of the staff crossing the wall in conjunction with the business department making the application to cross the wall and the department in which the staff crossing the wall belong.
Article 19 A securities company shall establish the system of observation lists and restricted lists and specify clearly the content such as the objective of preparing the lists, the cause for and the time of the entry and exit of the relevant company or security into and from a list, the procedures for preparing and managing the lists and the segregation of duties, the scope of staff that have access to the lists, the measures for monitoring, controlling or restricting the relevant business activities and the measures for handling unusual situations.
Article 20 A securities company that has obtained or may obtain the sensitive information shall include the companies or securities involved in the sensitive information into the observation list. The observation list is a list that shall be kept highly confidential and only the staff performing the relevant management, monitoring and control duties shall learn about the list.
The observation list does not affect the normal operation of business of the securities company. The securities company shall monitor and control the business activities related to the companies or securities that are listed in the observation list and shall investigate and handle unusual situations in a timely manner upon discovery thereof.
The observation list does not affect the normal operation of business of the securities company. The securities company shall monitor and control the business activities related to the companies or securities that are listed in the observation list and shall investigate and handle unusual situations in a timely manner upon discovery thereof.
Article 21 A securities company that finds it difficult to effectively manage the conflict of interests by adopting information isolation and disclosure measures shall include the companies or securities involved in the sensitive information into the restricted list. A securities company shall determine the scope for the publication of the restricted list based on its need.
A securities company shall restrict one or more business activities related to the company or security included in the restricted list based on the need to prevent insider dealing and avoid conflicts of interest.
A securities company shall restrict one or more business activities related to the company or security included in the restricted list based on the need to prevent insider dealing and avoid conflicts of interest.
Article 22 A securities company discovering that the sensitive information has been divulged shall immediately adopt measures based on the specific situations, such as including the relevant staff in cross-wall management, enabling the disclosure of the sensitive information or restricting the relevant business activities.
Chapter 3: Provisions of the Information Screening Wall for Specific Business
Article 23 A securities company shall include the companies or securities involved in the relevant project into the observation list at an appropriate time after the actual contact between the investment banking business department and the client.
For the purposes of the preceding paragraph, the appropriate time shall mean the time the confidentiality agreement is signed with the client, the time the project is initiated, the time the work is commenced, or the time the sensitive information of the project is actually obtained, whichever is the earliest.
For the purposes of the preceding paragraph, the appropriate time shall mean the time the confidentiality agreement is signed with the client, the time the project is initiated, the time the work is commenced, or the time the sensitive information of the project is actually obtained, whichever is the earliest.
Article 24 A securities company shall include the project company and the companies or securities that have major connections with the project company into the restricted list at the following time:
If the securities company acts as the listing guide, the sponsor institution or the lead underwriter for the project of the initial public offering of shares, the time shall be the date of the disclosure of the information that the securities company takes up the above role;
If the securities company acts as the sponsor institution, the lead underwriter or the financial consultant of a re-financing project or a merger, acquisition or restructuring project, the time shall be the date the project company first announces the project.
A securities company may bring forward the time at which the above companies or securities are included in the restricted list based on the actual need but shall not result in the divulgement and improper flow of the sensitive information.
A securities company may delete the project company and the companies or securities that have major connections with the project company from the restricted list after confirming that it no longer possesses the sensitive information related to the project.
If the securities company acts as the listing guide, the sponsor institution or the lead underwriter for the project of the initial public offering of shares, the time shall be the date of the disclosure of the information that the securities company takes up the above role;
If the securities company acts as the sponsor institution, the lead underwriter or the financial consultant of a re-financing project or a merger, acquisition or restructuring project, the time shall be the date the project company first announces the project.
A securities company may bring forward the time at which the above companies or securities are included in the restricted list based on the actual need but shall not result in the divulgement and improper flow of the sensitive information.
A securities company may delete the project company and the companies or securities that have major connections with the project company from the restricted list after confirming that it no longer possesses the sensitive information related to the project.
擔(dān)任首次公開發(fā)行股票項目的上市輔導(dǎo)人,保薦機構(gòu)或主承銷商的為擔(dān)任前述角色的信息公開之日;
擔(dān)任再融資項目或并購重組項目保薦機構(gòu),主承銷商或財務(wù)顧問的為項目公司首次對外公告該項目之日。
證券公司可以根據(jù)實際需要將列入限制名單的時點前移但不應(yīng)造成敏感信息的泄漏和不當流動。
證券公司在確認不再擁有與項目有關(guān)的敏感信息后可以將該項目公司和與其有重大關(guān)聯(lián)的公司或證券從限制名單中刪除。
Article 25 With regard to the companies or securities that are included in the restricted list due to the investment banking business, the securities company shall restrict the business related to these companies or securities, such as the business of publishing securities research reports, the securities proprietary business and the direct investment business, unless otherwise stipulated by the laws, regulations and the regulatory authority.
Article 26 A securities company shall establish the mechanism for the examination of the securities research reports and examine whether the content of the securities research reports involves the companies or securities included in the observation list and the restricted list.
Except under the following situations, a securities company shall not permit anyone to get access to the report or affect the content of the report prior to the publication of the report:
The internal staff of the company conduct quality control or compliance examination of the report and participate in the preparation and publication of the report according to the normal business procedures;
The research target and the relevant staff of the investment banking department of the company only get access to the content of the relevant chapters of the draft of the report for the verification of the facts.
A securities company shall not provide the research target and the investment banking department of the company with chapters containing content such as the research summary, investment ratings or target prices prior to the publication of the report.
Except under the following situations, a securities company shall not permit anyone to get access to the report or affect the content of the report prior to the publication of the report:
The internal staff of the company conduct quality control or compliance examination of the report and participate in the preparation and publication of the report according to the normal business procedures;
The research target and the relevant staff of the investment banking department of the company only get access to the content of the relevant chapters of the draft of the report for the verification of the facts.
A securities company shall not provide the research target and the investment banking department of the company with chapters containing content such as the research summary, investment ratings or target prices prior to the publication of the report.
除下列情形外證券公司不應(yīng)允許任何人在報告發(fā)布前接觸報告或?qū)蟾鎯?nèi)容產(chǎn)生影響:
公司內(nèi)部有關(guān)工作人員對報告進行質(zhì)量管理,合規(guī)審查和按照正常業(yè)務(wù)流程參與報告制作發(fā)布的;
研究對象和公司投資銀行部門有關(guān)工作人員為核實事實而僅接觸報告草稿有關(guān)章節(jié)內(nèi)容的。
證券公司不應(yīng)在報告發(fā)布前向研究對象和公司投資銀行部門提供包括研究摘要,投資評級或目標價格等內(nèi)容的章節(jié)。
Article 27 The measures of the securities company in appraising the performance of and giving incentive to the research department and its research personnel shall not be linked to the results of the business department in which the conflict of interest exists, such as the investment banking department. The business department in which the conflict of interest exists, such as the investment banking department and the person in charge of the administration of the department shall not participate in the appraisal of the researchers.
Article 28 A securities company shall not permit the business departments in which the conflict of interest exists, such as the securities proprietary department or the securities asset management department to carry out joint research of listed companies, companies to get listed and their affiliated companies or entrust each other with such research.
Article 29 When a particular type of equity securities held by the securities proprietary or securities asset management business reaches a certain proportion of the issuance volume, the securities company shall include the securities into the observation list and where necessary, include the securities into the restricted list.
Article 30 A corresponding information isolation mechanism shall be established between the securities company and its subsidiary that engages in the direct investment business. A securities company shall not divulge sensitive information about the project to its subsidiary that engages in the direct investment business so as to provide convenience for the subsidiary's participation in project investment.
When providing securities issuance and sponsor services to the project company in which its subsidiary directly invests, the securities company shall strictly perform the sponsorship obligation, shall be honest and trustworthy, diligent and responsible, and shall not seek any improper benefit through its engagement in the sponsor business.
When providing securities issuance and sponsor services to the project company in which its subsidiary directly invests, the securities company shall strictly perform the sponsorship obligation, shall be honest and trustworthy, diligent and responsible, and shall not seek any improper benefit through its engagement in the sponsor business.
Chapter 4: Management and Monitoring of the Securities Investment Behavior of the Staff
Article 33 A securities company shall strengthen the management of the securities accounts of the staff. If a staff opens a securities account, the staff shall be required to designate the trading or custodian account in the company or declare his securities account and regularly provide trading records.
Article 34 A securities company shall monitor and control the trading status of the securities accounts of its staff or examine the trading records submitted by its staff. Upon discovery of any suspected rule-breaking trading behavior, the securities company shall investigate and handle the case in a timely manner and shall report to the securities regulatory authority and the Securities Association of China in accordance with the relevant provisions.
Article 35 A securities company that implements integrated management on its subsidiary or has close contact with the personnel of the subsidiary or close business dealings with the subsidiary shall adopt measures in accordance with the provisions of these Guidelines to prevent conflicts of interest with the business of the subsidiary.
