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 Some Opinions of the State Council on Promoting the Reform, Opening and St

urities and futures companies. Concentrated collection and administration of income tax will be adopted for qualified securities and futures companies.

　　IV. Improving the System of Capital Markets and Diversifying Securities Products

　　A multi-layer stock market system must be established. We should， on the basis of coordinating the rational layout and the function fixing of capital markets， gradually establish a multi-layer stock market system which can satisfy the financing needs of different types of enterprises. We should work out the corresponding conditions for issuance and listing of securities， and establish the supporting company selection mechanism. We should continue to regulate and develop the main board market and gradually improve the structure of listed companies thereon. We should propel the construction of the start-up board market in steps， improve the mechanism of venture capital investment， and expand the financing channels of small and medium-sized enterprises. The stock transfer system under unified supervision and administration will be positively explored and improved.

　　The bonds market must be developed in a positive and reliable manner. We should， on the basis of tightening risk control， encourage qualified enterprises to raise funds through the issuance of corporate bonds. We should reverse the sluggish growth of bonds financing and diversify products on the securities market， in a way to promote the coordinated development of capital markets. We should adopt and improve the regulations and rules concerning the issuance， trading， information disclosure， credit rating， etc. of corporate bonds， and establish and perfect the secured loan repayment mechanism including assets mortgage and credit guarantee. We should gradually establish a networked bonds market which is under concentrated supervision and administration.

　　The futures market must be developed in a reliable manner. We should， on the basis of tightening risk control， gradually introduce commodity futures products which carry functions of price discovery and hedging

for manufacturers and consumers of bulk commodities.

　　The market-oriented products innovation mechanism must be established. We should research and develop stocks and bonds-related new products as well as the derivative products thereof. We should make greater efforts in developing low-risk securities products with fixed returns and provide investors with deposit-replacing securities products. Securitized assets products will be positively explored and developed.

　　V. Further Upgrading the Quality of Listed Companies and Promoting the Standardized Operation of Listed Companies

　　The quality of listed companies must be upgraded. The quality of listed companies is the source of value for securities market investment. Board directors and senior managing personnel should take the optimization of stockholders' interests and sustained improvement of profitability as the starting line and standpoint for their work. Further efforts should be made to improve the administrative system for stock issuance， promote the recommendation system for issuance and listing of securities， support companies with strong competitiveness， standardized operation and good returns to go public， therefore upgrading the quality of listed companies at root. Listed companies will be encouraged to conduct merger， acquisition and restructuring which are guided by market forces and can facilitate the sustained corporate development. While further refining refinancing policies， we should encourage listed companies of excellence to utilize capital markets in accelerating development and growing stronger.

　　The operation of listed companies must be standardized. We should improve the structure of corporate governance of listed companies， and by following the requirements of the modern corporate system， form a check and balance mechanism among the power organ， the decision-making organ， the supervisory organ and corporate managers. Board directors and senior managing personnel are urged to demonstrate greater integrity during further improvement of the system of independent directors. We should regulate the acts of controlling shareholders and prosecute those committing acts to damage the interests of listed companies or those of small and medium-sized shareholders. We should burden listed companies and other entities liable for disclosing information with heavier responsibility for transparency， so as to effectively ensure the authenticity， accuracy， integrity and timeliness of information disclosure. We should establish and improve the incentives and restraint system for senior managing personnel of listed companies.

　　The market disqualification system must be improved. We should take effective measures to further improve the market disqualification system in concert with the construction of the multi-layer market system. While ensuring the survival of the fittest among listed companies， we should establish a mechanism for prosecuting the senior managing personnel of disqualified companies for dereliction of duty， so as to effectively protect the lawful rights and interests of investors.

　　VI. Promoting the Regulated Development of Intermediary Institutions on Capital Markets and Upgrading their Practicing Level

　　Securities and futures companies must be built into competitive modern financial enterprises. We should follow the principle of prudent supervision and administration in improving the market admittance system for securities and futures companies. While urging such companies to improve the structure of governance， we should regulate the acts of their shareholders and extract a higher level of integrity from the directors' board and managers. We should reform the administrative system for transaction settlement funds of securities and futures clients， and study and improve the deposition and management mechanism for such funds. Unauthorized appropriation of clients' funds is strictly prohibited in a

way to effectively protect the lawful rights and interests of investors. Securities and futures companies shall improve the internal control mechanism and strengthen the unified control over their subsidiaries and branches. While enhancing the risk monitoring index system with net capital as its core， we should urge securities and futures companies to implement sound financial policies. Such companies are encouraged to grow stronger through merger， acquisition， restructuring and optimized integration. The market disqualification system for securities and futures companies will be established and improved.

　　The administration of other intermediary institutions must be enhanced. We should regulate and develop securities and futures investment consultancy institutions and securities credit rating institutions， enhance the administration of accounting firms， law firms and assets assessment institutions， so that the professional services offered by intermediary institutions shall be upgraded.

　　VII. Enhancing the Construction of Sound Legal and Credit Systems and Improving the Supervision and Administration of Capital Markets

　　The legal system for capital markets must be improved， and credit building enhanced. We should follow the overall planning for capital markets development to improve the system of laws and regulations which can facilitate the steady growth of capital markets and the protection of investors' rights and interests. We should remove such administrative regulations， regional and departmental rules and policy statements as impeding the market development， so as to create a sound legal environment for the growth of capital markets. We should， in accordance with the requirements of improving the social credit system in the context of a modern market economy， formulate the bona fide norms for capital markets， safeguard the bona fide order， and resolutely impose a ban of market access on institutions and individuals in serious violation of laws and regulations or in serious loss of trustworthiness.

　　The rule of law in public administration must be propelled， and the supervision and administration of capital markets enhanced. We should follow the requirements of deepening the reform of the administrative approval system and implementing the Administrative Licensing Law to improve the personal quality and law enforcement capacity of the law enforcement personnel. We should foster the updated concepts of supervision and administration， establish and perfect the supervisory and administrative pattern in compatibility with the specific stage of capital markets development， and improve methods and increase efficiency， of capital markets. We should further consolidate the supervision and administration forces， integrate the relevant resources， and cultivate a contingent of administrative and supervisory personnel who are politically and professionally qualified. We should， through effective market supervision and administration， ensure the market to be fairer， more transparent and efficient， lower the systemic risk of the market， and safeguard the lawful rights and interests of market participants.

　　The role of guild discipline and media supervision must be brought into full play. We should give space to self-regulation through securities and futures exchanges， registration and clearing companies， securities and futures associations， and guilds of law firms， accounting firms， assets assessment institutions， etc.， and guide and enhance the news media's reporting and supervision of the securities and futures market.

　　VIII. Enhancing Coordination and Co-operation and Preventing and Defusing Market Risks

　　A sound environment for capital markets development

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