【Promulgation Date】2006-07-25
【Effective Date】2006-07-25
【Repealed Date】
【Promulgation Body】China Securities Depository and Clearing Corporation Limited
 
 
Chapter 1  General Provisions
 
 
Article 1  
In order to regulate the securities registration and the relevant service businesses, prevent the risks in securities registration and protect the legitimate rights and interest of the investors, these Rules are formulated in accordance with the "Securities Law", the "Company Law", the "Measures for Administration of Securities Registration and Clearing" and the provisions of other relevant laws, administrative regulations and departmental rules.
 
Article 2  
These Rules shall apply to the initial registration, registration of alteration, withdrawal registration and the relevant service businesses of the securities and the derivatives of securities which have been listed, issued or are proposed to go listing in the stock exchange (hereinafter referred together to as the "securities") unless otherwise prescribed by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
 
The registration and the relevant service businesses of domestic listed foreign shares and other securities approved by the CSRC for incorporating into the securities registration book-keeping system of the China Securities Depository and Cleaning Corporation Limited (hereinafter referred to as this "Corporation") shall be conducted with reference to these Rules.
 
Article 3  
This Corporation shall conduct the securities registration and the relevant service businesses as entrusted by the securities issuer according to law. The securities issuer shall sign an agreement upon securities registration and services with this Corporation.
 
Article 4  
This Corporation shall establish an electronic book-keeping system of securities registration, and go through the registration formalities of the roll of the securities holders based on the record of the securities accounts.
 
The record of the electronic book-keeping system of securities registration shall use integer. The minimum unit for recording the quantity of the securities shall be one stock (share, yuan)
 
Article 5  
The securities shall be registered under the names of securities holders, and the securities registration record issued by this Corporation shall be the legal certificate of the securities holders for holding the securities.
 
The securities may be registered under the names of the nominal holders if it is in compliance with the provisions of the laws, administrative regulations and the CSRC provisions. The nominal holders shall enjoy the rights as the securities holders do according to law, and shall bear the corresponding responsibilities of the equitable owners of the securities under their names, and the securities equitable owners shall realize their rights through the nominal holders. When the nominal holders exercise the relevant rights of the securities holders, they shall consult the opinions of the equitable owners of the securities under their names in advance, and handle it according to their opinions, and shall not damage the interests of the securities equitable owners.
 
This Corporation shall have the right to require a nominal holder to provide the relevant detailed data concerning the equitable owners of securities under his name, and the nominal holder shall ensure the truthfulness, accuracy and completeness of the data he provides. The record issued by the nominal holder concerning the securities holding of the securities equitable owners shall be the legal certificate of the securities equitable owners for holding securities.
 
Article 6  
The declaration system of securities registration applicant shall be adopted to securities registration. This Corporation shall conduct a formal audit on the application materials for registration provided by the securities registration applicant, and the applicant shall guarantee that the registration application materials are truthful, accurate and complete.
 
The securities registration applicant as referred to in the preceding Paragraph shall include the securities issuers, securities holders or the securities trusteeship organizations thereof and other subjects ratified by this Corporation for applying for the securities registration. The registration application materials provided by the securities registration applicant as referred to in the preceding Paragraph shall include the written documents and electronic documents to which the securities registration applicant directly provides this Corporation or indirectly provides this Corporation through the stock exchange or other organizations accredited by this Corporation.
 
Article 7  
The securities registration information in the book-keeping system of securities registration shall include but not be limited to the following contents: the names or titles of the securities holders, the account numbers, valid identity certificate documents numbers, the correspondence addresses of the securities holders, the names of the holding securities, the quantity of holding securities, the securities trusteeship organizations and the situations concerning the restricted sales, and the securities holding status such as the judicial freeze and pledge registration.
 
Chapter 2  Initial Registration
 
 
Article 8  
Before the issued securities are listed in the stock exchange, the securities issuer shall apply for the initial registration of the securities within the time limit prescribed by this Corporation.
 
Article 9  
The initial registration of securities shall include the registration of the initial public offering of shares, registration of warrant issuance, registration of fund raising, registration of the issuance of corporate bonds and company bonds, issuance registration of the book-entry treasury bonds (hereinafter referred to as the "Registered Treasury"), registration of increase of share capital, allotment registration, fund-raising expansion registration and etc.
 
Article 10  
The securities issuer who applies for the registration of initial public offering of shares, increase of share capital and shares allotment shall provide the following application materials:
 
(1) The application for shares registration;
 
(2) The approval document of the CSRC concerning the issuance of the shares;
 
(3) The underwriting agreement;
 
(4) The capital verification report (including the certificate document that the ownership of the non-currency property has been transferred to the securities issuer) issued by the accounting firm with the qualification for engaging in the securities business to prove that all funds raised by the securities issuers are ready;
 
(5) If the securities are issued by means other than the trading system of the stock exchange (hereinafter referred to as the "off-exchange issuance"), the information such as the register of the holders of the off-exchange issuance securities, which shall include the securities code, the securities account numbers of the securities holders, valid identity certificate documents numbers of the securities holders and the quantity of holding securities for this registration shall also be provided;
 
(6) If the securities are restricted in terms of sales, the application for restricted sales and the declaration of the category of the securities holders subject to the restricted sales shall also be provided;
 
(7) If the securities are held by the State or the State legal person prior to the issuance, the approval documents of the supervision and administration department of the State-owned assets shall also be provided; if it involves the direct issuance of shares to the foreign strategic investors, the approval document of the authorized departments such as the Ministry of Commerce shall also be provided;
 
(8) In case the juridical freeze or pledge registration is involved, the relevant application materials for juridical assisting implementation and pledge registration shall also be provided;
 
(9) In case of the initial offering of the securities, the issuer shall also provide the original and photocopy of the valid business license of the legal person of the issuer, the power of attorney of the legal representative for the designated contact person (the secretary of the board of directors or the representative of the securities affairs);
 
(10) The original and the photocopy of the valid identity certificate document of the designated contact person; and
 
(11) Other materials required by this Corporation.
 
Article 11  
In respect of the application for the warrant issuance registration, the warrant issuers shall provide the following application materials apart from the relevant materials prescribed in Items (5) to (10) of Article 10:
 
(1) the application for warrant registration;
 
(2) the approval document of the authorized organs on the warrant issuance; and
 
(3) other materials required by this Corporation.
 
Article 12  
In respect of the application for the fund-raising registration, the fund manager shall provide the following application materials apart from the relevant materials prescribed in Items (3) to (10) of Article 10:
 
(1) the application for fund registration;
 
(2) the approval document of the CSRC on raising fund;
 
(3) the fund agreement; and
 
(4) other materials required by this Corporation.
 
Article 13  
In respect of the application for the registration of the issuance of corporate bond and company bond, the bond issuer shall provide the following application materials apart from the relevant materials prescribed in Items (3) to (10) of Article 10:
 
(1) the application for bond registration;
 
(2) the approval document of the State authorized department for the bond issuance;
 
(3) the bond guarantee agreement or the approval document of the authorized department on the exemption from guarantee; and
 
(4) other materials required by this Corporation.
 
Article 14  
After the Registered Treasury is issued through public biding or other means, this Corporation shall establish the register of the securities holders based on the results confirmed by the relevant documents of the financial department and the stock exchange. After the Registered Treasury is sub-underwritten by listing in the Stock Exchange or by off-exchange agreement, this Corporation shall conduct the registration of the Registered Treasury according to the sub-underwriting results confirmed by the stock exchange.
 
Article 15  
Upon the examination and approval of the securities registration application materials provided by the securities issuer, this Corporation shall handle the initial registration of the roll of the securities holders based on the securities registration data submitted by them. If the securities are issued through the trading system of the stock exchange (hereinafter referred to as the "online issuance"), the subscription result delivered by the stock exchange to this Corporation shall be regarded as one of the application materials for the initial registration provided by the securities issuer to this Corporation, and the Corporation shall register the securities under the names of the holders thereof according to the subscription results of the online issuance. If the securities are issued off the exchange, this Corporation shall register the securities under the names of the holders thereof according to the register of the off exchange issuance securities holders provided by the securities issuer. This Corporation shall issue the certificate document of the securities registration to the securities issuer after completing the initial registration of the roll of the securities holders.
 
Article 16  
Any legal liability arising from the false statement in the initial registration due to the mistakes in the application materials provided by the securities issuer shall be borne by such securities issuer, and this Corporation shall not bear any liability. If the securities issuer applies for making rectification on the securities initial registration results, this Corporation shall handle the rectification procedures according to the effective juridical ruling or other certificate materials ratified by this Corporation.
 
Chapter 3  Registration of Alteration
 
 
Section 1  Registration of Securities Transfer
 
 
Article 17  
The registration of securities transfer shall include both the stock exchange centralized trading transfer registration (hereinafter referred to as the "centralized trading transfer registration") and the non-centralized trading transfer registration (hereinafter referred to as the "non-trading transfer registration").
 
Article 18  
If the securities are traded through the stock exchange in a centralized way, this Corporation shall conduct the centralized trading transfer registration according to the settlement result of the securities trading.
 
Article 19  
If the securities are transferred due to the following reasons, the non-trading transfer registration may be conducted:
 
(1) share transfer by agreement;
 
(2) judicial withholding;
 
(3) administrative appropriation;
 
(4) succession, donation and property divided in compliance with the law;
 
(5) merger and division of legal person, or lose of legal person qualification due to dissolution, bankruptcy and order for closure according to law;
 
(6) takeover by the listed company;
 
(7) repurchase of the shares by the listed company;
 
(8) the shareholding incentive plan implemented by the listed company; and
 
(9) other situations prescribed by the relevant laws, administrative regulations, the CSRC rules and the business rules of this Corporation.
 
Article 20  
After the two parties of the share transfer by agreement or administrative transfer have obtained the confirmation documents from the stock exchange on share transfer, they shall apply at this Corporation for the registration of share transfer. This Corporation shall handle the procedures of transfer registration and issue the certificate document of transfer registration to the applicant after the examination and approval for the application materials for the transfer registration.
 
Article 21  
In case of succession, donation or property being divided (such as divorce and division of family property) according to law, , the merger and division of legal person, or lose of legal person qualification due to dissolution, bankruptcy or order for closure according to law, the property successor shall provide this Corporation with the valid certificate document of the securities ownership in the course of application for the transfer registration, and this Corporation shall handle the procedures of transfer registration and issue the certificate document of transfer registration to the applicant after the examination and approval for the application materials for transfer registration.
 
Article 22  
In case of the judicial transfer of the securities under the entrustment of the institutions such as the securities companies, the institutions such as the trustee securities companies shall assist going through the procedures. Institutions such as the securities companies shall, after accepting the judicial transfer requirement, freeze the trading of the relevant securities, and send the relevant data of assisting judicial transfer to this Corporation within the day of assisting judicial transfer, and this Corporation shall handle the transfer registration according to the data sent by the institutions such as the securities companies.
 
Article 23  
This Corporation shall assist in handling the judicial transfer of the securities which are not entrusted to the institutions such as the securities companies. Moreover, this Corporation shall verify the securities under the names of the holders involved in the judicial transfer after completing the clearing and delivery procedures in the transaction day corresponding to the acceptance date, and go through the transfer registration procedures pursuant to the verification results.
 
Article 24  
The non-trading transfer registration resulting from the takeover by the listed company, repurchase of the shares by the listed company and the shareholding incentive plan implemented by the listed company shall be conducted in accordance with the provisions of the relevant businesses.
 
Section 2  Other Registration of Alteration
 
 
Article 25  
Other registration of alteration shall include the registration of the alteration arising from the judicial freeze and pledge of the securities, the creation and cancellation of the warrants, the exercise of the warrants, converting the convertible company bonds into shares, the redemption or resale of the convertible company bonds, the subscription or redemption of the Exchange Traded Fund (hereinafter referred to as the "ETF") and etc.
 
Article 26  
If the rights of the holders are restricted due to judicial freeze and pledge of the securities, this Corporation shall provide the corresponding indications in the roll of the securities holders.
 
The registration of alteration involved in the business of pledge repurchase of the securities shall be disposed of according to the provisions of the relevant businesses of this Corporation.
 
Article 27  
With regards to the judicial freeze of the securities under the trusteeship of the institutions such as the securities companies, the institutions such as the trustee securities companies shall assist in going through the relevant procedures. The institutions such as the securities companies shall, after entertaining the petition to the judicial freeze, freeze the trading of the relevant securities, and deliver the relevant data of judicial freeze assistance to this Corporation on the date of judicial freeze assistance, and this Corporation shall go through the registration of judicial freeze according to the data delivered by the institutions such as the securities companies.
 
Article 28  
In case of the judicial freeze of the securities which are not entrusted to the institutions such as the securities companies, this Corporation shall assist in handling it. This Corporation shall verify the securities under the names of the holders involved in the judicial freeze after completing the clearing and delivery procedures in the transaction date corresponding to the entertaining day, and go through the registration procedures of judicial freeze in accordance with the verification results.
 
Article 29  
To pledge the securities of an investor, the registration of securities pledge shall be handled according to the relevant provisions of this Corporation on the business of securities registration pledge. The securities pledge contract shall come into effect after the two parties of the pledge have conducted the pledge registration. Once the securities pledge registration is completed, no repeated pledge shall be set on such securities prior to the removal of the pledge registration. The securities which have gone through the registration of judicial freeze shall not apply for the pledge registration again.
 
Article 30  
Where the creators of the warrant creates or cancels the warrant, this Corporation shall conduct the creation of warrant or cancellation of the corresponding warrant according to the valid declaration of creation or cancellation.
 
Article 31  
During the exercise schedule of the warrant, this Corporation shall conduct the registration of alteration of warrant exercise on the basis of the valid declaration of exercise and delivery results.
 
Article 32  
During the period of converting the convertible company bonds into shares, this Corporation shall conduct the registration of share transfer according to the valid declaration results of the share transfer, register the corresponding shares under the names of the holders thereof, and shall cancel the corresponding convertible company bonds under the names of the holders thereof.
 
Article 33  
If the issuer of the convertible company bonds apply to this Corporation for the registration of the redemption or resale of the convertible company bonds, this Corporation shall, after confirming that the fund for redemption or resale have been transferred to the bank account designated by the Corporation, cancel the redeemed or resold convertible company bonds according to the application, the redemption means agreed in the public announcement or the effective resale declaration, and shall go through the fund transfer procedures according to the relevant business provisions of this Corporation.
 
Article 34  
In case of subscription or redemption of the ETF shares, this Corporation shall handle the registration of the changes of the ETF shares subscription or redemption according to the effective declaration and delivery results of the subscription or redemption.
 
Chapter 4  Registration of Withdrawal
 
 
Article 35  
After the shares have been terminated for listing, the share issuer or the agency institutions thereof shall go through the registration procedures for withdrawing from the stock exchange market in this Corporation immediately, and shall go through the relevant registration procedures for entering the agency share transfer system if it shall be transferred by listing in the agency share transfer system according to the provisions.
 
Article 36  
After this Corporation has cleared the claims and debts with the shares issuer or arrived at the agreement on the issue of claims and debt, it shall sign the memorandum on the transfer of the securities registration data with the shares issuer or the agency institutions thereof, and transfer the relevant data of securities registration such as the list of the register of the shareholders and the data to the shares issuer or the agency institutions thereof.
 
The list of the roll of the holders as referred to in the preceding Paragraph shall include but not be limited to the contents such as the names or titles of the holders, the securities account numbers, the valid identity certificate documents numbers, the correspondence addresses of the holders, the quantity of holding securities, the securities trusteeship institutions, the restriction for sales, judicial freezing status, pledge registration situations and the amount of the cash bonus unclaimed.
 
Article 37  
In case that the shares issuer or the trusteeship institutions thereof fail to go through the registration procedures for withdrawing from the stock exchange market according to the provisions, this Corporation may deliver the securities registration data and data to such shares issuer or the trusteeship institutions thereof, and make notarization in the notary organs, and it shall be deemed as completing the registration procedures for withdrawing from the stock exchange market.
 
Article 38  
After the shares issuer completes the registration procedures for withdrawing from the stock exchange market, this Corporation shall publicize the public announcement concerning terminating providing the stock exchange market registration services for the shares issuer in the newspaper designated by the CSRC.
 
Article 39  
If the securities are redeemed in advance or honored when due, the registration service business thereof in the stock exchange market shall be terminated automatically, and it shall be regarded as completing the registration procedures for withdrawing from the stock exchange market.
 
Article 40  
The withdrawal registration procedures for other securities shall be transacted with reference to the provisions of Article 35 to Article 39.
 
Chapter 5  Relevant Services of Securities Registration
 
 
Section 1  Roll of Securities Holders
 
 
Article 41  
This Corporation shall provide the securities issuers with the roll of securities holders regularly.
 
In case of initial registration of securities, the convening of the general meeting, the convening of the fund holders general meetings, equity distribution, major changes in shareholding structure and the abnormal fluctuation of the securities trading, this Corporation shall provide the corresponding roll of the securities holders upon the application of the securities issuers.
 
Article 42  
The main contents of the roll of the securities holders provided by this Corporation shall include the names or titles of the securities holders, the account numbers, the quantity of holding securities, the correspondence addresses of the securities holders and etc. If a securities issuer needs this Corporation to provide the value-added services related to the roll of the securities holders, it may apply to this Corporation, and this Corporation shall provide such services after examination and approval.
 
Article 43  
In case that a securities holder holds several securities accounts, this Corporation may provide the roll of the securities holders after conducting a consolidated statistics of all the securities accounts for the same securities held by such securities holder.
 
Article 44  
A securities issuer may obtain the roll of the securities holders through the network service system for the listed companies provided by this Corporation, post, on-site transaction and etc.
 
Article 45  
Any securities issuer shall be responsible for safekeeping of the roll of the securities holders, and use it as permitted by the laws, administrative rules and regulations and departmental rules. Any legal liability arising from the improper use of the roll of the securities holders by the securities issuer shall be borne by such securities issuer. This Corporation shall not be liable.
 
Article 46  
If the supervisory board or shareholders of a listed company convenes the general meeting at its own discretion, the convener may present the relevant notice concerning the convening of the meeting to apply at this Corporation for obtaining the roll of the securities holders updated to the shareholding registration date as announced by him. The convener shall not use the roll of the securities holders he has obtained for other purposes except for convening the shareholders general meeting.
 
Section 2  Equity Distribution Service
 
 
Article 47  
In case that a securities issuer entrusts this Corporation to distribute the stock dividends and transfer the common reserve fund into share capital, it shall provide this Corporation with application for distributing the stock dividends and transferring the common reserve fund into share capital, resolution of the shareholders general meeting and other materials as required by this Corporation.
 
This Corporation shall, after examining and approving the application materials provided by the securities issuer, distribute the corresponding shares according to its application.
 
Article 48  
In case that a securities issuer entrusts this Corporation to distribute stock or fund cash dividends or the principal and interest of bonds, it shall apply to the Corporation and transfer the fund for distributing the cash dividends or the principal and interest of bonds to the bank account designated by this Corporation within the time limit prescribed by this Corporation; this Corporation shall, after confirming that the corresponding fund of the securities issuer has been transferred to the designated account, go through the fund transfer procedure according to the provisions of this Corporation on the relevant businesses.
 
Article 49  
In case of paying the Register Treasury dividends, this Corporation shall handle the procedure of paying the Register Treasury dividends according to the relevant provisions of the Ministry of Finance on paying the Register Treasury dividends.
 
Article 50  
Where a securities issuer entrusts this Corporation with distributing cash dividends or principal and interest of bonds, if it fails to transfer the relevant fund within the time limit as prescribed by this Corporation, it shall notify this Corporation immediately and make public announcement in the media designated by the CSRC to explain the reasons. Any legal liability arising from the securities issuer's failing to perform the obligations of notice and public announcement in time shall be borne by such securities issuer, and this Corporation shall not bear any liability.
 
Section 3  Inquiry Service
 
 
Article 51  
Any securities issuer or securities holder may apply to this Corporation for making inquiry for the securities registration information through the electronic network service system provided by this Corporation, onsite transaction and etc.
 
The inquiry results which the securities holder obtains through the network consulting service system of this Corporation shall not be the legal basis for its holding securities. If the securities holder needs to obtain the certificate of the securities holding and alteration record with legal effect, it shall apply for it according to the provisions of this Corporation on the relevant businesses.
 
Article 52  
Any securities issuer may make inquiry to this Corporation for the information such as the registration of holding such securities and alteration of the parties such as the affiliated persons, directors, supervisors and senior management personnel who know the internal information.
 
Article 53  
Ant securities holder may make inquiry to this Corporation for the information concerning the registration of his holding securities and the alteration thereof.
 
Article 54  
The stock exchange shall perform its duties according to law, and may make inquiry to this Corporation for the relevant data of securities registration and the data.
 
Article 55  
The people's courts, the people's procuratorates, public security organs and the CSRC may consult this Corporation for the relevant data of securities registration and the data according to the statutory conditions and procedures
 
Section 4  Online Voting Service
 
 
Article 56  
This Corporation shall establish the shareholders general meeting online voting system for the listed companies (hereinafter referred to as the "online voting system") to provide online voting service for the listed companies and the shareholders thereof.
 
Article 57  
Any listed company which use the online voting system of this Corporation shall apply to this Corporation, and it may, after being examined and approved by this Corporation, conduct the shareholders general meeting online voting business according to the provisions of this Corporation on the operation procedure of online voting business.
 
Article 58  
When the shareholders of a listed company vote through the online voting system, they shall proceed to the stage of online voting after conducting the identity verification in accordance with the provision of this Corporation on the operation procedure of investors' identity verification business.
 
Section 5   Indication Service of the Category of Shareholders
 
 
Article 59  
This Corporation shall provide the indication service of the category of holders of the shares which are restricted in terms of sales according to the relevant provisions of the State authorized departments.
 
Article 60  
The category of holders as referred to in the preceding Article shall include the "State", "State-owned legal person", "domestic non-State-owned legal person", "domestic natural person", "overseas legal person", "overseas natural person" and etc.
 
Article 61  
This Corporation shall, on the basis of the declaration of the securities issuers or holders, add, establish and alter the indication of the category of holders after carrying out the necessary formal audit. If the securities issuers or holders apply for adding, establishing and altering the indication of "State" and "State-owned legal person", they shall provide the definition documents of the supervision and administration department of the State-owned assets.
 
Article 62  
This Corporation shall add, establish and alter the indication of the category of the holders in term of securities accounts. If a holder holds several securities accounts and there is any discrepancy among the indication of the category of holders, this Corporation shall have the right to require the relevant securities issuers and holders to re-verify.
 
Section 6  Other Services
 
 
Article 63  
The relevant services of securities registration involved in the shareholding incentive plans of the listed companies shall be conducted according to the provisions of this Corporation on the relevant businesses.
 
Article 64  
This Corporation shall provide the relevant information, counseling and training services of securities registration according to law.
 
Chapter 6  Supplementary Provisions
 
 
Article 65  
Any applicant for securities registration shall pay the securities registration fee and the relevant services according to the provisions of this Corporation. If the securities registration and the relevant service businesses involve the taxes, it shall be conducted according to the relevant provisions of the State.
 
Article 66  
If an applicant for securities registration violates the provisions of these Rules, the relevant business rules and guidelines of this Corporation and etc., this Corporation may suspend or terminate providing securities registration and relevant services for it.
 
Article 67  
If there is any violation of the laws, administrative regulations and the departmental rules of the State when an applicant for securities registration applies to this Corporation for the securities registration and relevant services, the applicant shall bear liability for the consequence of the relevant behaviors. This Corporation shall have the right to suspend or terminate providing securities registration and relevant services for it.
 
Article 68  
The Chinese version of materials as required to provide in these Rules shall prevail, if such materials are written in foreign language, the notarized Chinese translation shall be attached.
 
Article 69  
These rules shall be effective immediately after being approved by the CSRC, so shall the amendment.
 
Article 70  
If there is any discrepancy between the rules, guides, guidelines and notices concerning the securities registration and the relevant services promulgated by this Corporation, and these Rules, these Rules shall prevail.
 
Article 71  
This Corporation shall be responsible for the interpretation for these Rules.
 
Article 72  
These Rules shall come into effect as of the promulgation date.
 
 
 
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