Interim Measures for the Administration of National SME Share
Transfer System Co., Ltd.
Chapter I General Provisions
Article 1To strengthen the administration of National SME Share Transfer System Co., Ltd. (hereinafter referred to as “NSSTS Co.”), define the functions and responsibilities of NSSTS Co.,
and maintain the normal order of stock quotation and transfer and related activities, these Measures are formulated in accordance with the Company Law, the Securities Law, and other laws and administrative regulations.
Article 2The National SME Share Transfer System (hereinafter referred to as “NSSTS”) is a national securities trading venue established with the approval of the State Council. Article 3A company with its stock quoted on NSSTS (hereinafter referred to as a “quoted
company”) shall be a non-listed public company whose number of shareholders may exceed 200, subject to the uniform supervision and administration of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
Article 4NSSTS Co., which implements self-regulation, shall be responsible for organizing and overseeing the stock transfer and related activities of quoted companies.
Article 5NSSTS Co. shall, under the principle of putting public interest first, maintain an open, fair and just market environment, ensure the normal operation of NSSTS, and provide all NSSTS participants with quality and efficient financial services at low cost.
Article 6The stock quotation and transfer and related activities on NSSTS must comply with laws and administrative regulations and rules, and fraud, insider trading, market manipulation, and other violations of laws and regulations shall be prohibited.
Article 7The CSRC shall, in accordance with law, implement uniform supervision and administration of NSSTS Co., all business activities of NSSTS and all NSSTS participants, maintain the orderly operation of NSSTS, and investigate and punish violations of laws and regulations.
Chapter II Functions of NSSTS Co.
Article 8The functions of NSSTS Co. include:(1) creating, maintaining and improving the technical systems and facilities related to stock transfer;(2) developing and amending the business rules of NSSTS;(3) accepting and examining stock quotation and other business applications and arranging stock quotation of qualified companies;(4) organizing and overseeing stock transfer and related activities;(5) regulating qualified broker-dealers and other NSSTS participants;(6) regulating quoted companies and other parties with information disclosure obligations;(7) managing and publishing information on NSSTS; and(8) other functions approved by the CSRC. Article 9NSSTS Co. shall, in accordance with law, develop basic business rules covering stock quotation, stock transfer, management of qualified broker-dealers, management of quoted companies, and investor eligibility management, among others.The basic business rules developed and amended by NSSTS Co. shall be subject to the approval of the CSRC. Other business rules developed and amended by NSSTS Co. shall be submitted to the CSRC for recordation. Article 10New types of securities quoted or new transfer manners adopted on NSSTS shall be
subject to the approval of the CSRC.
Article 11NSSTS Co. shall provide safeguards for organizing fair stock transfer and publish real-time stock transfer data. Without the permission of NSSTS Co., no entity or individual may publish, use or disseminate real-time stock transfer data.
Article 12The funds collected and fees charged by NSSTS Co. shall comply with the provisions of the competent authorities and be first used for maintaining and improving the related technical systems and facilities.NSSTS Co. shall develop special finance management rules, which shall be submitted to the CSRC for recordation.
Article 13NSSTS Co. shall create a risk fund at a percentage of the fees charged by it. The provisions on the percentage and the use of the risk fund shall be separately issued by the CSRC. Article 14China Securities Depository and Clearing Corporation Limited shall be responsible for the registration and settlement on NSSTS. NSSTS Co. shall enter into a business agreement with it, which shall be submitted to the CSRC for recordation.
Chapter III Organizational Structure of NSSTC Co.
Article 15NSSTS Co. shall, in accordance with the Company Law, other laws and administrative regulations, and the provisions of the CSRC, develop its company bylaws to define the division of functions among the shareholders' meeting, the board of directors, the board of supervisors, and the management, create and improve its internal structure, and improve its corporate governance. Article 16The shareholders of NSSTS Co. shall satisfy the qualification requirements set forth by laws, administrative regulations, and the provisions of the CSRC, and the shareholding proportions shall comply with the relevant provisions of the CSRC.The addition of a shareholder of NSSTS Co. or any transfer of shares by shareholders of NSSTS Co. shall be subject to the approval of the CSRC.
Article 17The composition and rules of procedure of the board of directors and the board of supervisors of NSSTS Co. shall comply with the relevant laws, administrative regulations, and provisions of the CSRC and be submitted to the CSRC for recordation.
Article 18The chairman and vice chairmen of the board of directors, the chairman of the board of supervisors, and the senior executives of NSSTS Co. shall be nominated by the CSRC, and their appointment and removal procedures and terms of office shall comply with the relevant provisions of the Company Law and the company bylaws of NSSTS Co.The scope of the senior executives as mentioned in the preceding paragraph shall be defined in the company bylaws of NSSTS Co. Article 19NSSTS Co. shall, as needed, create specialized committees. The composition and rules of procedure of its specialized committees shall be submitted to the CSRC for recordation.
Chapter IV Self-Regulation of NSSTS Co.
Article 20NSSTS adopts a broker-dealer qualification system. Qualified securities companies which engage in the broker-dealer business on NSSTS are qualified broker-dealers.The broker-dealer business includes recommending the stock quotation of join-stock limited companies, conducting continuous guidance of quoted companies, executing trades of stock of quoted companies on behalf of investors, providing market maker services for stock transfer, and other operations prescribed by NSSTS Co.
Article 21NSSTS Co. shall, in accordance with law, examine applications for the stock quotation and private placement, among others, of joint-stock limited companies and the recommendation
documents of qualified broker-dealers and issue examination opinions.NSSTS Co. shall enter into a quotation agreement with a qualified joint-stock limited company to specify the rights and obligations of both parties.
Article 22NSSTS Co. shall supervise joint-stock limited companies which apply for stock quotation, quoted companies, and other parties with information disclosure obligations in legally performing their information disclosure obligations in a truthful, accurate, complete and timely manner without any false records, misleading statements or material omissions. Article 23Quoted companies shall satisfy the continuous quotation requirements of NSSTS, and for those not satisfying the continuous quotation requirements, NSSTS Co. shall, in a timely manner, make and announce a decision to suspend or terminate stock quotation, which shall be submitted to the CSRC for recordation.
Article 24The transfer manners of quoted stocks may include market making, agreement, auction, and other manners approved by the CSRC.
Article 25NSSTS implements an investor eligibility management system. To participate in stock transfer, an investor shall have certain securities investment experience, corresponding risk recognition ability and tolerance, and a good understanding of relevant business rules. Article 26In case of emergency which affects normal stock transfer, NSSTS Co. may take technical stock suspension measures; and in case of emergency for a force majeure or to maintain the normal order of stock transfer, may decide a temporary market closure.NSSTS Co. shall, in a timely manner, report the technical stock suspension measures taken or the market closure decided to the CSRC.
Article 27NSSTS Co. shall establish market monitoring rules and corresponding technical systems and maintain special market inspectors to monitor stock transfer and discover and prevent in a timely manner insider trading, market manipulation, and other abnormal transfer activities.For violations of laws, regulations, and business rules, NSSTS Co. shall take self-regulatory measures in a timely manner and, according to the seriousness of the circumstances or the regulatory requirements, report such violations to the CSRC in a timely manner.
Article 28NSSTS Co. shall supervise qualified broker-dealers, law firms, accounting firms, and other securities service institutions and personnel providing services for related operations in performing their statutory duties in an honest, diligent, and strict manner, complying with laws, regulations, and professional rules and assuming responsibility for the authenticity, accuracy, and integrity of the documents issued.
Article 29NSSTS Co. may, when discovering violations of laws, regulations, and business rules by the relevant parties, take self-regulatory measures in accordance with law and submit a report to the CSRC for recordation. If the CSRC is required by law to investigate and punish a violation, NSSTS Co. shall provide the CSRC with investigation and punishment recommendations.
Chapter V Supervision and Administration
Article 30NSSTS Co. shall report to the CSRC the meeting minutes of the shareholder's meeting, the board of directors, the board of supervisors, the general manager's executive meeting, and other important meetings, the operating condition of NSSTS, the performance of self-regulation and routine work updates of NSSTS Co., and other information required by the CSRC.The relevant provisions regarding the administration of securities exchanges shall apply, mutatis mutandis, to other reporting obligations of NSSTS Co.
Article 31The CSRC shall have the authority to require NSSTS Co. to amend its bylaws and business rules.
Article 32The CSRC shall, in accordance with law, supervise and administer NSSTS Co., conduct on-site inspections of NSSTS Co. on a regular basis or from time to time, and evaluate and examine NSSTS Co. in respect of performance of duties and business operation.The relevant provisions regarding the administration of securities exchanges shall apply, mutatis mutandis, to the CSRC's investigation and punishment of violations of these Measures by NSSTS Co. and relevant personnel, including non-performance of duties in regulatory work and non-performance of relevant obligations set forth by these Measures.
Chapter VI Supplementary Provisions
Article 33These Measures shall apply, mutatis mutandis, to the quotation and transfer service provided by NSSTS Co. for other types of securities.
Article 34NSSTS Co. shall be responsible for the supervision and administration of companies quoted on or removed from the former STAQ or Net system under the Securities Company Share Transfer Agency System and activities related to their share transfer.
Article 35These Measures shall come into force on the date of issuance.