Securities companies provide intermediate introduction business agreements for futures companies (model text)
(Deliberated and adopted at the 26th meeting of the 5th Council of China Futures Association and the 15th Communication Meeting of the 7th Council of China Securities Association, issued on July 14, 2023)
illustrate
In order to regulate the conclusion of an intermediary introduction business agreement provided by a securities company to a futures company, clarify the rights and obligations of all parties, and protect the legitimate rights and interests of the parties to the agreement and investors, in accordance with the Civil Code of the People's Republic of China, the Futures and Derivatives Law of the People's Republic of China, the Trial Measures for Securities Companies to Provide Intermediary Introduction Business for Futures Companies and other relevant laws, regulations, regulatory provisions and self-discipline rules, the Securities Association of China and the China Futures Association issued a review of the " The Guidelines for Securities Companies Providing Intermediate Introduction Business Agreements for Futures Companies were revised to form the Agreement on Securities Companies Providing Intermediate Introduction Business for Futures Companies (Model Text) (hereinafter referred to as the Model Text). In order to facilitate the use of the model text by the parties to the agreement, the relevant issues are described as follows:
1. Main contents of the model text
The main body of the model text consists of 32 articles in seven chapters, mainly including the declaration of both parties, the introduction of the business scope, the introduction of business rules, margin depository, the handling of customer complaints, the liability for breach of contract and the termination of the agreement, and other agreements, etc., and stipulates the rights, obligations and scope of responsibilities of securities companies and futures companies.
2. The nature and scope of application of the model text
The sample text is optional. Securities companies carrying out intermediate introduction business may conclude agreements with reference to the model text in light of specific circumstances. All matters expressly required by relevant laws, regulations, regulatory provisions and self-regulatory rules to be stipulated in the agreement, regardless of whether the model text makes requirements, shall be specified in the agreement; Securities companies may, on the basis of specific circumstances, specify in the agreement matters that have a significant impact on the rights and obligations of the parties to the agreement and the rights and obligations of investors and that the parties to the agreement believe need to be clarified, regardless of whether the model text requires them or not. The parties to the agreement shall exercise their rights, perform their obligations and bear corresponding legal responsibilities in accordance with relevant provisions and agreements.
Securities companies provide intermediary business agreements for futures companies
This Agreement is signed by the following parties on [ ] .
Party A: Securities company
Party B: Futures company
In accordance with the provisions of the Civil Code of the People's Republic of China, the Futures and Derivatives Law of the People's Republic of China, the Trial Measures for Securities Companies Providing Intermediate Introduction Business for Futures Companies (hereinafter referred to as the Trial Measures) and other relevant laws and regulations, after friendly consultation, Party A and Party B reached the following agreements on matters related to Party A's provision of intermediate introduction business (hereinafter referred to as "introduction business") to Party B:
Chapter I Statement of the Parties
Article 1 Party A makes the following statement to Party B:
(1) Party A is a securities company established in accordance with law and has the qualifications to engage in introduction business.
(2) Party A has the corresponding personnel, business premises and equipment, which can provide the necessary conditions for conducting the introduction business.
(3) Party A undertakes to engage in the introduction business in accordance with the provisions of the "Trial Measures" and to implement unified management of the introduction business carried out by the business department to which it belongs.
Party A guarantees the authenticity and accuracy of the above statement, and promises to bear the losses caused to itself and others due to the violation of the above statement.
Article 2 Party B makes the following statement to Party A:
(1) Party B is a futures company established according to law.
(2) Party B has the corresponding personnel, business premises and equipment, which can provide necessary conditions for Party A to carry out the introduction business.
Party B guarantees the authenticity and accuracy of the above statement, and promises to bear the losses caused to itself and others due to the violation of the above statement.
Chapter 2 Introduction to the scope of business
Article 3 Party A accepts the entrustment of Party B to introduce customers to participate in futures trading for Party B and provides the following services:
(1) Assist in handling customer account opening procedures;
(2) Provide customers with futures market information and trading facilities;
(3) Other services prescribed by the CSRC.
The remuneration and related expenses of the introduction business shall be determined through negotiation between the parties A and B in accordance with the principles of equality, voluntariness, mutual benefit and reciprocity.
Article 4 Party A shall bear the fiduciary responsibility for the introduction business to Party B in accordance with this agreement, and there is no legal relationship of rights and obligations arising from futures trading between Party A and Party B's customers. Party B is directly liable to the customer based on the futures brokerage contract.
Article 5 Party A shall not conduct futures trading, settlement or delivery on behalf of customers, shall not receive, keep or modify transaction passwords on behalf of customers, and shall not use customers' transaction codes, capital account numbers or futures settlement accounts for futures transactions.
Article 6 Party A shall not directly or indirectly provide financing or guarantee for customers to engage in futures transactions.
Chapter 3 Introduction to Business Rules
Article 7 Party B shall provide Party A with the Futures Brokerage Contract, Futures Trading Risk Statement, futures trading process, the methods and requirements for safe deposit of futures margin, the inquiry method of futures settlement results, necessary business documents and other materials related to futures trading business, and provide Party A with business training and other corresponding business support necessary to carry out introduction business.
Party A may, according to the needs of carrying out the introduction business, require Party B to provide the company's basic introduction, resumes of relevant responsible persons and business personnel for customer consultation.
Article 8 Party A shall, in accordance with the principles of compliance and prudent operation, formulate and effectively implement systems such as introduction business rules, internal control, and compliance inspections to ensure effective prevention and isolation of risks between introduction business and other businesses.
Party A shall designate the relevant responsible persons and departments to be responsible for the operation and management of the introduction business, allocate sufficient business personnel who meet the requirements of futures practitioners, and shall not appoint business personnel who do not meet the requirements of futures practitioners to engage in introduction business.
Article 9 Party A shall disclose the following information in a conspicuous position on its business premises or its website:
(1) The scope of the introduction business entrusted to be engaged;
(2) A list and photograph of managers and business personnel engaged in introduction business;
(3) Party B's futures margin account information and futures margin security depository method;
(4) Customer account opening and transaction procedures, deposit and withdrawal processes;
(5) the inquiry method of customer transaction settlement results;
(6) Other information prescribed by the CSRC.
Party B shall also publicly display the relevant information specified in items (3), (4), (5) and (6) of the preceding paragraph in a conspicuous position of its business premises or its website.
Article 10 When Party A introduces customers to Party B, it shall clearly indicate to the customer the entrustment relationship between its introduction business and Party B, explain the rights and obligations between Party A, the customer and Party B, and inform the futures margin safety depository requirements. Party B shall also clearly indicate the rights and obligations between Party A, Party B and the customer in the futures brokerage contract.
In the process of developing customers, Party A shall explain the methods and processes of futures trading to customers, fully disclose the risks of futures trading, and shall not make promises such as profit guarantee and risk sharing to customers, and shall not mislead customers by false publicity.
Article 11 Party A shall establish and effectively implement the system of assisting in account opening, review the authenticity of customer account opening information and identity, fully disclose futures trading risks to customers, conduct relevant knowledge testing and risk assessment, do a good job in account opening and deposit guidance, and strictly implement the trader suitability system.
Article 12 Party A and Party B negotiate to determine the methods, contents and procedures of customer account opening review, and Party A shall set up a special person to assist in account opening and account opening review.
Party A shall submit the customer information to Party B in a timely manner. After reviewing the customer account opening information submitted by Party A, Party B signs a futures brokerage contract with the customer and handles the account opening procedures.
Article 13 Party A shall provide the necessary market information, trading system and equipment to the customers introduced according to the agreement of both parties. Parties A and B shall be responsible for the market, trading systems and equipment involved in futures trading, and jointly do a good job in the security and confidentiality of futures trading data transmission. Party A shall assist Party B in maintaining the stable operation of the futures trading system and ensuring the security and independence of futures trading data transmission.
Article 14 Party A shall inform the introduced customer of the channel or method of obtaining the futures transaction statement, remind the customer of the obligation to check it in time, and assist the customer with objection to raise objection to Party B.
Article 15 Party A and Party B may agree that when the futures and spot market conditions change significantly or the customer may have risks, Party A will assist Party B in the work of reminding the customer of the risk. Party B shall provide Party A with the necessary risk control system and report so that Party A can carry out relevant work.
Article 16 When either party is suspended or restricted by the regulatory authority or revokes relevant business qualifications, it shall notify the other party in writing within one working day from the date of the incident.
Chapter IV Margin Depository
Article 17 The customer's deposit and withdrawal must be carried out between Party B's margin special account and the bank account of the futures settlement account designated by the customer.
Article 18 Party A is obliged to disclose to the customer the basic information of Party B's futures company's futures margin account, futures margin security deposit methods and requirements, deposit and withdrawal processes, and transaction settlement result inquiry methods.
If Party B changes or cancels the futures margin account, it shall notify Party A in writing within one working day from the date of filing with the futures margin security depository monitoring institution, and disclose the change or withdrawal to the customer according to law.
Article 19 Party A shall not receive and pay futures margin on behalf of Party B or the customer, and shall not use the securities fund account to deposit and transfer the futures margin for the customer.
Chapter V: Handling of Customer Complaints
Article 20 Parties A and B shall establish and improve their respective systems for the reception and handling of customer complaints, as well as the procedures and rules for collaboration between the Parties, and clarify the specific departments and personnel responsible for the communication and liaison of customer complaints between the Parties. Parties A and B shall publish their respective customer complaint methods or channels.
Article 21 Parties A and B shall actively and steadily handle customer complaints in accordance with the agreed cooperation procedures and rules, and in accordance with the principle of serving customers and serving partners; The complaint shall be handled in a timely manner without shirking, the other party shall promptly hand over and cooperate with the other party in handling the complaint, and the complaint involving both parties shall be handled together in a timely manner.
Chapter VI Liability for Breach of Agreement and Termination of Agreement
Article 22 If either party violates this agreement and causes actual losses to the other party, they shall be liable for compensation. If a party seriously violates this agreement, resulting in the inability to perform this agreement, the non-breaching party has the right to rescind the agreement and demand compensation, and the agreement shall be terminated from the date when the non-breaching party issues a written notice of termination.
Article 23 If any party to the agreement is unable to perform this agreement in a timely or complete manner due to unforeseeable, unavoidable and insurmountable force majeure circumstances such as fire, earthquake, plague and social turmoil, or abnormal accidents such as uncontrollable and unpredictable system failures, equipment failures, communication failures, power failures, or new laws, regulations, rules, rules or policies promulgated, implemented or modified after the effective date of this Agreement, its corresponding liabilities shall be exempted.
The party or both parties who suffer force majeure, abnormal accidents or know of changes in policy laws shall be after suffering force majeure, abnormal accidents or knowing of policy and law changes
Notify the other party in writing within the day and provide corresponding proof, and the two parties shall actively coordinate the aftermath.
Article 24 Both parties have the right to terminate this agreement. Except as provided in Article 22 of this Agreement, the party claiming to rescind the Agreement shall notify the other party in writing one month in advance.
Article 25 This Agreement shall be automatically terminated if both parties lose their business qualifications or are unable to engage in relevant business according to law.
Article 26 After the termination or termination of the agreement, the aftermath matters such as the remuneration of the introduction business and the payment of relevant expenses shall be handled through consultation between the two parties.
Chapter VII Other Agreements
Article 27 Both parties shall be obliged to keep confidential the materials and information of the other party or customers learned in the course of introducing business. Neither party shall disclose, disclose or provide relevant materials and information without the prior written permission of the other party or the customer. If the other party or the customer is caused by the violation of this agreement, it shall be liable for compensation.
Where relevant state departments lawfully request inquiries or request the provision of relevant materials and information, they are not bound by the preceding paragraph.
Article 28 The laws, regulations and other relevant rules and rules of the People's Republic of China shall apply to the signing, validity and dispute resolution of this Agreement.
After the signing of this Agreement, if the relevant laws, regulations, rules and rules are amended, the contents and provisions of this Agreement that are incompatible with it shall become invalid by themselves, and the relevant contents and clauses shall be handled in accordance with the newly revised laws, regulations, rules and rules. However, the rest of this Agreement and its terms shall remain in effect.
Article 29 If a dispute arises in the implementation of this Agreement, it shall be settled through friendly negotiation between the two parties. If the negotiation fails, the two parties may request mediation by the Securities Association of China and the China Futures Association, or they may adopt the following methods to resolve the matter:
(1) Apply to the ____ Arbitration Commission for arbitration in accordance with the arbitration rules of the Commission.
(2) Filing a lawsuit with the people's court where the ____ party is located.
Article 30 Matters not covered by this Agreement may be resolved through negotiation between Parties A and B and signed separately in writing, which has the same legal effect as this Agreement.
Article 31 This Agreement shall take effect on the date when the legal representative or authorized representative of both parties signs and affixes the official seal.
Article 32 This Agreement shall be executed in duplicate by both parties and reported to the regulatory department or other relevant institutions, and each copy shall have the same legal effect.
Party A (sealed) Party B (sealed)
Legal representative or authorized representative (signed) Legal representative or authorized representative (signed)
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