Issues Relevant to Securities Companies' Engaging in Collective Entrusted Investment Management Business Circular
关于证券公司从事集合性受托投资管理业务有关问题的通知
A circular, issued by the Department of Intermediary Supervision of the China Securities Regulatory Commission, on securities companies which have developed new businesses in the new area of collective entrusted investment management to safeguard the proper order of the securities market and investors.
(Issued by the Department of Intermediary Supervision of the China Securities Regulatory Commission on April 29 2003.)
(证监会机构监管部于二零零三年四月二十九日下发。)
To all securities companies:
各证券公司：
Recently some securities companies have been developing new businesses, and especially have done research on the new area of entrusted investment management. A small number are cooperating with commercial banks to raise funds from specified or unspecified investors, draw up a collective investment plan, and develop collective entrusted investment management. In order to strengthen the regulation of such business by securities companies, to safeguard the proper order of the securities market, and to protect the lawful rights and interests of investors in securities, you are now being notified of the following:
近一时期，部分证券公司开展了对业务创新特别是受托投资管理业务创新的研究，少数证券公司还与商业银行合作，向特定或不特定的投资者募集资金，设立集合投资计划，开展了集合性受托投资管理业务。为加强对证券公司从事的集合性受托投资管理业务的监督管理，维护证券市场的正常秩序，保护证券投资者的合法权益，现就有关问题通知如下：
1. Collective entrusted investment management is a new form of investment management by securities companies. In comparison to traditional entrusted investment management there are more parties involved, the relationship between the rights and obligations of these parties is more complex, the demands with regard to management are higher, and management is more difficult. If this is not handled properly then financial and social risks will easily occur. Because of this the China Securities Regulatory Commission is speeding up the formulation of administrative procedures for the collective entrusted investment management by securities companies. Until these new procedures are implemented, securities companies shall not raise funds from specified or unspecified investors for a collective investment plan or carry out collective entrusted investment management. The raising of funds for collective investment plans must be stopped immediately from the date of issue of this Circular.
一、 集合性受托投资管理业务，是证券公司受托投资管理业务的一种新形式。与传统的受托投资管理业务相比，这一形式涉及的当事人较多，当事人之间的权利义务关系比较复杂，管理要求较高、难度较大，如处理不当，极易引发金融风险和社会风险。为此，中国证监会正在加紧制定规范证券公司集合性受托投资管理业务的管理办法。在新办法实施前，证券公司不得向特定或不特定的多数投资者募集资金设立集合投资计划，从事集合性受托投资管理业务；自本通知发布之日起，正在募集的集合投资计划，必须立即停止募集。
2. In the case of collective entrusted investment management being conducted by securities companies prior to the date of issue of this Circular, those companies shall within five days of the date of issue of this Circular report the relevant contracts, product brochures and publicity material, etc. to the China Securities Regulatory Commission (copied to the branch of the China Securities Regulatory Commission in the area in which they are registered) and shall immediately rectify the way in which such business is conducted that is in violation of regulations in accordance with the following provisions:
二、 本通知发布前已经开展集合性受托投资管理业务的证券公司，应当自本通知发布之日起五日内，将与集合投资计划有关的合同、产品说明书、宣传材料等报送中国证监会审查(同时抄报注册地中国证监会派出机构)，并立即按照以下规定，对已经开展的集合性受托投资管理业务中的不规范做法进行纠正：
(1) Securities companies shall not undertake in writing or orally, overtly or covertly, to clients to bear investment losses or to guarantee investment profits. Those that provide clients with profit forecasts shall have full evidence for these and shall make it clear in writing that such forecasts are simply for consideration by the clients; clients shall bear the investment risk themselves.
(一) 证券公司不得以书面或者口头、明示或者暗示的方式向委托人承诺承担投资损失、保证投资收益；向委托人提供投资收益预测的，应当有充分的根据，并以书面方式明确说明所作预测仅供委托人参考，投资风险由委托人自行承担。
(2) Securities and fund accounts used for collective investment plans shall be held in trust by commercial banks qualified to be the custodians of securities investment funds.
(二) 集合投资计划使用的证券账户和资金账户，应当由具有证券投资基金托管人资格的商业银行托管。
(3) The scope of investment involved in collective investment plans, the proportion of investment, and the agreements regarding rights and obligations concluded between clients and entrustees, shall be in accordance with the provisions of the China Securities Regulatory Commission, Regulating the Entrusted Investment Management Business of Securities Companies Circular (Zheng Quan Ji Gou Zi [2001] No.265).
(三) 集合投资计划的投资范围、投资比例、关于委托人与受托人权利义务关系的约定，应当符合中国证监会《关于规范证券公司受托投资管理业务的通知》(证监机构字[2001]265号)的规定。
3. All branches of the China Securities Regulatory Commission shall strengthen the regulation of collective entrusted investment management launched by securities companies within their jurisdiction and urge the operation of these securities companies to be in compliance with the document Zheng Quan Ji Gou Zi [2001] No.265 and this Circular. Securities companies conducting collective entrusted investment management in violation of provisions shall be dealt with rigorously in accordance with the relevant provisions, and the circumstances shall be reported in a timely manner to the China Securities Regulatory Commission.
clp reference:3700/03.04.29promulgated:2003-04-29三、 中国证监会各派出机构应当加强对辖区内证券公司开展的集合性受托投资管理业务的监督管理，督促证券公司按照证监机构字[2001]265号文件和本通知的规定规范运作。对违反规定从事集合性受托投资管理业务的证券公司，要严格依照有关规定予以处理，并将有关情况及时报告中国证监会。
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