证券公司客户资产管理业务试行办法 Client Asset Management Business of Securities Companies Trial Procedures

asset custodian institution and the client subsequently， and shall at the same time report to the stock exchange.

　　Where a securities company undertakes collective asset management business， the funds invested by a single collective asset management scheme in the securities mentioned in the preceding paragraph shall not exceed 3% of t

he net asset value of that collective asset management scheme.

　　Article 39　Where a securities company undertakes client-specific asset management business， the client shall， on its own， exercise the rights pertaining to the securities it holds and perform the corresponding obligations.

　　Where a securities company invests a client's assets under client-specific asset management business in the shares of a listed company， and the client is required to perform the obligations of announcement， reporting and takeover by offer as stipulated by laws， administrative regulations and the provisions of the CSRC， it shall promptly notify the relevant client and procure the client's performance of the corresponding obligation. If the client refuses to perform the obligation， the securities company shall report the matter to the stock exchange.

　　Article 40　A securities company shall exercise the rights and perform the corresponding obligations in respect of the securities owned by a collective asset management scheme on behalf of its clients.

　　Article 41　When a securities company engages in client asset management business， it shall not：

　　1. misappropriate the assets of clients；

　　2. undertake to a client that the principal of its assets will not suffer losses or that a minimum yield will be obtained；

　　3. mislead or induce a client by fraudulent means or other inappropriate methods；

　　4. mix the operation of its client asset management business with that of other businesses；

　　5. carry out trading between its own account and an asset management account or between different asset management accounts for the purposes of transferring the gains or losses of asset management accounts， thereby causing harm to the interests of its clients；

　　6. carry out transaction on its own account in priority to its asset management business， thereby causing harm to the interests of its clients；

　　7. use the assets of its clients to carry out unnecessary securities transactions for the purposes of obtaining commissions or other interests；

　　8. engage in insider trading or manipulate the market；

　　9. carry out other acts prohibited by laws， administrative regulations and the provisions of the CSRC.

　　Article 42　When a securities company undertakes collective asset management business， it shall comply with the following provisions in addition to those stipulated in the preceding article：

　　1. the assets of the collective asset management scheme may not be used for capital lending at call， loans， mortgage for financing or security to outside parties； and

　　2. the assets of the collective asset management scheme may not be used in investment that may incur unlimited liability.

　　PART FOUR　RISK CONTROL AND CUSTODY OF CLIENTS' ASSETS

　　Article 43　When a securities company undertakes client asset management business， it shall expressly stipulate in the asset management contract that the investment risks shall be borne by the client itself.

　　Article 44　A securities company shall truthfully disclose to the clients its qualifications for asset management business， management capacity and business performance， etc.， and shall fully disclose the market risks， the legal risks that the client may incur if the securities company loses its qualifications for client asset management business， and other investment risks.

　　When a securities company briefs a client on investment yield projection， it must act in good faith and provide a full and reasonable basis， and shall make a special statement in writing， which states that such projection is for reference of the client only， and does not constitute an undertaking of the securities company that the principal of the clients' assets will not suffer losses or that a minimum investment yield will be obtained.

　　Article 45　Before concluding an asset management

contract with a client， a securities company shall seek the basic information of the client， such as its assets and income， risk tolerance capacity and investment preference， and the client shall truthfully provide the relevant information.

　　Where a securities company establishes a collective asset management scheme， it shall clearly define the criteria for clients and the scope of promotion of the collective asset management scheme. The clients participating in the collective asset management scheme shall have the corresponding financial investment experience and risk tolerance capacity.

　　Article 46　A client shall give an undertaking on the legality of the sources and uses of its assets. If the client has not given such undertaking or the securities company knows that the sources or uses of the assets are illegal， no asset management contract shall be concluded.

　　No one shall illegally pool the funds of other parties to participate in a collective asset management scheme.

　　Article 47　Securities companies and other promotion institutions shall adopt effective measures so that the clients understand the characteristics and risks of the collective asset management scheme and the rights and obligations of the clients in detail， but they shall not promote the collective asset management scheme through radio broadcast， television， newspapers and periodicals， and other mass media.

　　Article 48　A securities company shall， at least once every three months， provide an accurate and complete asset management report to its clients， which gives a detailed statement on the allocation of the clients' assets and change in valuation， etc. during the reporting period.

　　A securities company shall ensure that information on the allocation of the clients' assets and other information can be accessed by its clients in such time and manner as stipulated in the asset management contract. When a major matter stipulated in the asset management contract that may affect the interests of the clients arises， the securities company shall notify the clients in a timely manner.

　　Article 49　When a securities company undertakes client-specific asset management business， it shall ensure that the client's assets are independent from its own assets and the assets of other clients， and shall set up separate accounts for the assets of different clients， and carry out independent accounting and management on separate accounts.

　　Article 50　When a securities company undertakes collective asset management business， it shall ensure that the assets of the collective asset management scheme are independent from its own assets， the assets of other clients and the assets of other collective asset management schemes， and shall set up separate accounts， and carry out independent accounting and management on separate accounts.

　　Article 51　When a securities company undertakes client-specific asset management business， it shall manage the monetary funds in the clients' assets in accordance with the provisions of the CSRC. If a client so requests， the securities company shall hand over the client's assets for custody of an asset custodian institution.

　　Article 52　When a securities company undertakes collective asset management business， it shall hand over the assets of the collective asset management scheme for custody of an asset custodian institution.

　　The securities company and the asset custodian institution shall open separate securities account and funds account for the collective asset management scheme. The name of the securities account shall indicate the names of the securities company and the collective asset management scheme， and other particulars.

　　Article 53　An asset custodian institution shall have a department dedicated to the custodian business for the assets of collective asset management schemes， and shall rigorously separate the assets of the collective

asset management schemes in its custody from its own assets and the other assets under its management.

　　Article 54　An asset custodian institution shall perform the following duties when undertaking custodian business for a collective asset management scheme：

　　1. maintain safe custody of the assets of the collective asset management scheme；

　　2. execute the investment or clearing instructions of the securities company and be responsible for handling the fund transactions in connection with the asset operation of the collective asset management scheme；

　　3. supervise the securities company's operation of the collective asset management scheme and， if it discovers that an investment or clearing instruction of the securities company violates laws， administrative regulations， provisions of the CSRC or the stipulations of the collective asset management contract， it shall demand rectification； if the securities company fails to carry out rectification， it shall refuse to execute the instruction and shall report the matter to the CSRC；

　　4. issue an asset custody report； and

　　5. other matters stipulated in the collective asset management contract.

　　Article 55　An asset custodian institution has the right to inquire the operation of the collective asset management scheme at any time and shall periodically verify the conditions of the assets of the collective asset management scheme in order to prevent misapp

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