关于在科创板注册制试点中对相关市场主体加强监管信息共享完善失信联合惩戒机制的意见

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【Source】 http://www.csrc.gov.cn/pub/newsite/zjhxwfb/xwdd/201907/t20190709_359147.html

各省、自治区、直辖市、新疆生产建设兵团社会信用体系建设牵头单位,中国证监会各派出机构、上海证券交易所,中国人民银行各分支机构,各省、自治区、直辖市国资委,各省、自治区、直辖市、新疆生产建设兵团市场监管局(厅、委),中国银保监会各派出机构,民航各地区管理局、各运输(通用)航空公司、机场公司、中国民航信息集团、机场公安局,各铁路局集团公司、铁科院集团公司、各铁路公安局:

为了强化发行人、上市公司对信息披露的诚信义务,充分发挥中介机构的核查把关作用,督促证券市场参与各方归位尽责,进一步营造有利于科创板试点注册制的诚信市场环境,保护投资者合法权益,促进资本市场平稳健康发展,按照经党中央、国务院同意的《关于在上海证券交易所设立科创板并试点注册制的实施意见》要求,现就在科创板注册制试点中加强监管信息共享、完善失信联合惩戒机制,提出以下具体意见:

I. On Oversight and Management of Inquiries into Information. 在上海证券交易所设立科创板试点注册制过程中,证监会、上海证券交易所在履行发行上市、再融资、并购重组审核与作出注册决定等职责时,可以依托以下信息平台,或商请有关单位协助安排,获取发行人、上市公司及其控股股东、实际控制人、董事、监事、高级管理人员,以及相关中介机构与人员的监管信息,特别是违法失信信息:

(一)通过全国信用信息共享平台自助查询、国家公共信用信息中心协查等方式,获取上述市场主体的公共信用信息;

(二)通过金融信用信息基础数据库自助查询、人民银行征信中心协查等方式,获取上述市场主体的征信信息;

(三)通过国家企业信用信息公示系统自助查询、涉企信息协议交换等方式,获取相关企业信息。

II. On Transfer of Information on Untrustworthiness. The following information on unlawful untrustworthines that is produced during the Star market registration pilot is to be sent to the national credit information sharing platform and enterprise credit information announcement system by the Securities Regulatory Commission, included in the Basic Financial Credit Information Databases, and shared with relevant departments:

(1) administrative punishments, market entry prohibitions, and regulatory measures taken by the Securities Regulatory Commission and its remote bodies against issuers, listed companies, intermediary bodies, and related responsible personnel;

(2) Transfer of criminal matters by the Securities Regulatory Commission and its remote bodies against issuers, listed companies, intermediary bodies, and related responsible personnel;

(3) Disciplinary sanctions taken stock exchange by the Securities Regulatory Commission and its remote bodies against issuers, listed companies, intermediary bodies, and related responsible personnel;

III. On the Use of Credit Records. 证监会、上海证券交易所在发行上市、再融资、并购重组审核与作出注册决定等过程中,发现发行人、上市公司及其控股股东、实际控制人、董事、监事、高级管理人员在其他领域、其他部门存在法定期限内的违法失信记录的,将其作为履行发行上市、再融资、并购重组审核与作出注册决定等职责的重要参考。

IV. On Joint Disciplinary Action Against Untrustworthiness. In accordance with the overall deployments for the establishment of the social credit system, each department is to follow relevant provisions to carry out joint disciplinary action against the personnel responsible for illegal untrustworthiness listed below, and periodically report to the Securities Regulatory Commission and Development and Reform Commission on the implementation status joint disciplinary action measures and the outcomes of punishment.

(1) Responsible persons such as the legal representatives and actual controllers of issuers given administrative punishments or market entry prohibitions by the Securities Regulatory Commission for reporting or disclosing relevant information containing misrepresentations, misleading statements, or material omissions in the process of applying for IPOs or refinancing, as well as after listing on the Star market; or constituting the crime of fraudulent stock issuance, illegal disclosure, criminal non-disclosure of important information; and the legal representatives of listed companies as well as listed companies' directors, supervisors, high-level managers, and other responsible persons that are signatories to the documents sent or disclosed;

(2) Practitioners such as legal representatives. managing partners, and principle responsible persons, as well as practitioners who are signatories to relevant documents, for establishments that provided sponsorship or securities services for applications for IPOs, refinancing, or ongoing information disclosures; were responsible for issuers' or listed companies fraudulent stock issuance, misrepresentations, misleading statements or material omissions; and were given administrative punishments or market entry prohibitions by the Securities Regulatory Commission; or who committed the crimes of providing fake supporting documents or the crime of issuing materially untrustworthy supporting documents.

Relevant departments are to carry out the following punishment measures aimed at the targets of joint disciplinary action described above:

(1) Those given criminal punishment for committing the crimes described above must not serve as the directors, supervisors, or high-level managers of companies for 5 years from the completion of enforcing their sentence. (State Administration for Market Regulation)

(2) Restrict service as the legal representative, director, or supervisor of state-owned enterprises, and where they already serving in related positions, lawfully issue a comment that they no longer serve in the relevant position. (State-owned Assets Supervision and Administration Commission).

(3) Lawfully restrict serice as the director, supervisor, or high-level manager of banking financial institutions, insurance companies, insurance asset management companies and so forth, as well as high-level managers of corporate insurance agencies, the principle responsible persons for related branch organzations, or the chairman, managing director, or high-level management of insurance adjustment bodies; and where they are already serving in such positions, lawfully submit an opinion that they should no longer serve in related positions. (Banking and Insurance Regulatory Commission).

(4) Make information on untrustworthiness as a consideration in approval or recording of directors, supervisors, or senior management, or the responsible persons at branch organizations of securities companies, insurance companies, fund management companies, or futures companies. (Securities Regulatory Commission)

(5) For relevant entities that have records of untrustworthiness strictly review applications for eligibility to engage in securities, funds, or futures operations, and where they are already an entity of persons engaged in securities, funds, or futures operations, they are to be given heightened scrutiny. (Securities Regulatory Commission)

(6) When implementing government-funded project arrangements and other preferential policies in the investment field, employ restrictive measures such as strict review, reducing support, or not giving support. (Development and Reform Commission and other relevant departments)

(7) Restrict passage for a certain period on higher-class train seats, including soft sleepers, all seats on G-series trains, and first-class or higher seats on other trains for personnel responsible for fraudulent issuance during the application for IPO or refinancing stage, as well as responsible personnel of listed companies compelled to withdraw from the market for having been found to have committed major violations. (China Railway Corporation)

(8) For entities responsible for listed companies on the Star market not paying fines they are given in the time provided, or not performing on public pledges in the time provided; restrict passage on civil aircraft and higher-class train seats for a certain period of time in accordance with the "Opinions on Appropriately Limiting Specified Seriously Untrustworthy Persons from Taking Civil Aircraft for a Certain Period of Time, and Promoting The Establishment of the Social Credit System" and "Opinions on Appropriately Restricting Certain Seriously Untrustworthy Persons from Riding Trains for a Certain Period of Time, and Promoting the Establishment of the a Social Credit System". (Civil Aviation Administration and China Railway Corporation)

(9) Restrictions when conducting reviews for administrative permits for the personnel described above and the enterprises for which they serve as legal representatives or partners. (Development and Reform Commission, State Administration for Market Regulation, Banking and Insurance Regulatory Commission).

(10) Don't allow receipt of honorific titles or awards by the personnel described above and the enterprises for which they serve as legal representatives or partners, and revoke those they have already received. (State-owned Assets Supervision and Administration Commission, State Administration for Market Regulation, Banking and Insurance Regulatory Commission)

(11) Make untrustworthy enterprises and units that have entitites responsible for untrustworthiness as their legally-designated representatives, actual controllers, directors, supervisors and high-level managers, key targets for supervision, increase the force of routine supervision and management, raise the proportion and frequency of random inspections, and administrative supervision and management measures may be adopted against them on the basis of relevant laws and regulations. (Each market administration and industry regulatory department)

V. Other Matters. 为了便利社会公众查询了解相关主体失信记录,引导市场化惩戒发挥作用,证监会对于科创板试点注册制中的前述违法失信行为,按照《证券期货市场诚信监督管理办法》规定,在证券期货市场违法失信信息公开查询平台实施为期一年的公示。

在对相关违法失信行为作出行政处罚、司法判决执行完毕或者市场禁入期满之日起五年内,有关部门根据各自法定职责,实施或解除联合惩戒,超过效力期限的,不再实施联合惩戒。 相关行政处罚、市场禁入等,被行政复议机关变更、撤销、确认违法,或者被司法机关裁判为无效或者撤销的,证监会在复议决定、司法判决生效之日起五个工作日内移除违法失信信息,同时将该情况向已推送的有关部门予以通报。

Specific operational issues in the implementation of these Provisions are to be settled by the discreet departments through consultations.

China Securities Regulatory Commission, The National Development and Reform Commission

People's Bank of China, State-owned Assets Supervision and Administration Commission, State Administration for Market Regulation

Banking and Insurance Regulatory Commission, Civil Aviation Administration, China Railway Corporation

2019/6/28

 

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