Decision of China Securities Regulatory Commission on Amending the Provisions on the Administration of Stock Rights of Securities Companies

　　I Article 5 is amended as: "According to the shareholding ratio and its influence on the operation and management of securities companies, the shareholders of securities companies include the following three categories:

　　(1) Controlling shareholder refers to a shareholder who holds more than 50% of the shares of a securities company, or a shareholder whose voting rights are sufficient to have a significant impact on the resolutions of the shareholders’ (general) meeting of a securities company, although the shareholding ratio is less than 50%;

　　(2) Major shareholders refer to shareholders who hold more than 5% equity of securities companies;

　　(3) Shareholders holding less than 5% of the shares of a securities company. "

　　II. Article 6 is amended as: "When a securities company is established, the China Securities Regulatory Commission shall approve its registered capital and shareholding structure in accordance with relevant regulations.

　　A securities company that changes its major shareholder or actual controller shall report to the China Securities Regulatory Commission for approval according to law.

　　If the controlling shareholder or actual controller of a securities company actually controls the equity ratio of the securities company to 100%, the securities company shall file with the China Securities Regulatory Commission within five working days from the date when the company registration authority handles the change registration (if it is not required to handle the company change registration according to law, from the date when the relevant ownership is registered).

　　Where the actual controller of a securities company changes its registered capital, equity or more than 5% equity, which does not involve the circumstances listed in the second and third paragraphs of this article, it shall, within five working days from the date when the company registration authority handles the change registration (if it is not necessary to handle the company change registration according to law, from the date when the company is registered with the relevant authority), file with the agency of the China Securities Regulatory Commission where the company is domiciled. The provisions of this paragraph shall not apply to the public offering of shares by securities companies or the change of shares in stock exchanges and the national share transfer system for small and medium-sized enterprises (hereinafter referred to as the share transfer system). "

　　III. Article 7 is amended as: "A shareholder holding less than 5% of the equity of a securities company shall meet the following requirements:

　　(1) It and the institutions it controls have a good reputation, and have no record of major violations of laws or regulations or major bad credit records in the last three years; There is no case of being sentenced to punishment for intentional crime, and the execution of punishment has not been completed for more than 3 years; It is not under investigation or in the period of rectification due to suspected major violations of laws and regulations;

　　(2) There are no circumstances that affect the performance of shareholders’ rights and obligations, such as long-term failure to actually carry out business, suspension of business, bankruptcy liquidation, lack of governance structure and failure of internal control; There is no guarantee, lawsuit, arbitration or other major matters that may seriously affect the continuing operation;

　　(3) There is no situation that the ownership structure is unclear and cannot penetrate to the ultimate rights and interests holders layer by layer; In principle, wealth management products are not allowed in the ownership structure, except those approved by the China Securities Regulatory Commission;

　　(4) There is no serious social doubt or serious negative social impact caused by dishonesty or non-compliance on itself and the institutions it controls, and the impact has not been eliminated; There is no major responsibility for the business failure of the invested enterprise and the business failure has not exceeded 3 years;

　　(5) Other requirements stipulated by the China Securities Regulatory Commission based on the principle of prudential supervision.

　　The provisions of this article shall not apply to shareholders who have acquired less than 5% of the shares of a securities company through trading in a stock exchange or share transfer system or subscribing for the public offering of shares by a securities company. "

　　Four, delete eighth.

　　V article 9 is renumbered as article 8 and amended as: "a major shareholder of a securities company shall meet the following conditions:

　　(a) the requirements stipulated in Article 7 of these Provisions;

　　(2) It is in good financial condition, with moderate level of assets, liabilities and leverage, and its net assets are not less than 50 million yuan, and it has the ability of continuous capital replenishment matching the business of the securities company;

　　(3) Its corporate governance is standardized, its management ability is up to standard, and its risk control is good;

　　(4) There is no situation that the net assets are less than 50% of the paid-in capital, or the contingent liabilities reach 50% of the net assets or the debts due cannot be paid off;

　　(5) Being able to provide support for enhancing the comprehensive competitiveness of securities companies. "

　　VI. Article 10 is renumbered as Article 9 and amended as: "The largest shareholder and controlling shareholder of a securities company shall meet the following conditions:

　　(1) The conditions stipulated in Article 8 of these Provisions;

　　(2) The experience in conducting financial-related business matches the business scope of the securities company;

　　(3) Holding shares in a securities company is consistent with its long-term strategy, which is conducive to serving the development of its main business;

　　(4) It has feasible plans and arrangements for improving the governance structure of securities companies and promoting the long-term development of securities companies;

　　(5) Having a clear self-restraint mechanism for maintaining the independence of the operation and management of the securities company and preventing the transmission of risks and improper benefits;

　　(6) To formulate a reasonable and effective risk disposal plan for the situation that the securities company can not operate normally due to possible risks. "

　　VII. Article 11 is renumbered as Article 10, which is amended as: "If the business of a securities company is obviously leveraged and there are cross risks among multiple businesses, its largest shareholder and controlling shareholder shall also meet the following conditions:

　　(a) the last three years of continuous profit, there is no uncompensated loss;

　　(2) Long-term credit has remained at a high level in the last three years, and its scale, income, profit, market share and other indicators have been at the forefront of the industry in the last three years.

　　The controlling shareholder shall also meet the following conditions:

　　(a) total assets of not less than 50 billion yuan, net assets of not less than 20 billion yuan;

　　(two) the core business is outstanding, and the main business has been profitable for the last five years.

　　The provisions of this article shall not apply to the special circumstances recognized by the China Securities Regulatory Commission, such as the merger of securities companies or the takeover of custody due to major risks. "

　　VIII. Article 13 is renumbered as Article 12 and amended as: "The actual controller of a securities company with more than 5% equity shall meet the requirements specified in Article 7 and Item (4) of Article 8 of these Provisions. The actual controller of a securities company and the controlling shareholder and actual controller of the largest shareholder shall also meet the requirements specified in Items (4) to (6) of Article 9 of these Provisions. "

　　9. Article 14 is renumbered as Article 13 and amended as: "Where a limited partnership enterprise shares in a securities company, it shall also meet the following requirements:

　　(1) A single limited partnership enterprise shall not control 5% of the shares of a securities company, except as approved by the China Securities Regulatory Commission. If the executive partner or the first limited partner of two or more limited partnerships are the same or there are other related relationships or concerted action relationships, the shareholding ratio shall be calculated on a consolidated basis.

　　(2) The general partner and the largest limited partner responsible for the affairs of the limited partnership enterprise shall meet the requirements of Article 7 of these Provisions, except that the limited partnership enterprise trades through the stock exchange or share transfer system or subscribes for the public offering of shares by a securities company to become a shareholder in a securities company. "

　　10. Article 16 is renumbered as Article 15 and amended as: "Where a non-financial enterprise shares in a securities company, it shall also meet the following requirements:

　　(a) in line with the relevant guiding opinions of the state on strengthening the supervision of non-financial enterprises investing in financial institutions;

　　(2) In principle, the proportion of a single non-financial enterprise actually controlling the equity of a securities company shall not exceed 50%, except in cases recognized by the China Securities Regulatory Commission, such as dealing with the risks of securities companies. "

　　Xi. Article 18 is renumbered as Article 17 and amended as: "When a securities company changes its registered capital or equity, it shall formulate a work plan and criteria for selecting shareholders, etc. The securities company and the equity transferor shall inform the intended participants in advance of the conditions of the securities company’s shareholders and the procedures to be performed, and inform the intended participants who meet the criteria for the selection of shareholders of the securities company’s operating conditions and potential risks.

　　The securities company and the equity transferor shall conduct due diligence on the intended participants and agree on the follow-up measures for the unqualified intended participants. If it is found that it does not meet the conditions, it shall not sign an agreement with it. Where relevant matters need to be approved by the China Securities Regulatory Commission, it shall be agreed that the agreement shall not take effect until it is approved. "

　　Article 20 is renumbered as Article 19 and amended as: "A securities company shall make arrangements for risk prevention during the period of changing its registered capital or equity to ensure the normal operation of the company and the interests of its customers are not harmed.

　　Where approval by the China Securities Regulatory Commission is required according to law, before approval, the shareholders of the securities company shall continue to exercise their voting rights independently according to the proportion of their shares, and the transferor of the equity shall not recommend the relevant personnel of the transferee to be the directors, supervisors and senior managers of the securities company, and shall not transfer the voting rights in any form in disguised form. "

　　XIII. Article 21 is renumbered as Article 20 and amended as: "Shareholders of a securities company shall fully understand the conditions, rights and obligations of shareholders of the securities company, fully know the information about the operation and management status and potential risks of the securities company, have reasonable investment expectations and true willingness to contribute, and perform necessary internal decision-making procedures.

　　It is not allowed to sign an agreement or form relevant arrangements with the nature of "gambling" when a securities company fails to meet specific conditions in the future, and the securities company or other designated entities will redeem or transfer shares from specific shareholders. "

　　XIV. Change Article 22 into Article 21 and amend it to read: "Shareholders of securities companies shall perform their capital contribution obligations in strict accordance with laws and regulations and the provisions of the China Securities Regulatory Commission.

　　Shareholders of securities companies shall use their own funds to buy shares in securities companies, and the sources of funds are legal. They shall not use non-own funds such as entrusted funds to buy shares, except in cases recognized by laws and regulations and the China Securities Regulatory Commission. "

　　15. Article 25 is changed to Article 24 and amended as: "A securities company shall maintain a stable shareholding structure. The holding period of the shareholders of a securities company shall comply with the laws, administrative regulations and the relevant provisions of the China Securities Regulatory Commission. If the shareholders of a securities company acquire the equity of other securities companies through stock exchange, the holding period can be continuously calculated.

　　Where the main assets of a shareholder of a securities company are the equity of the securities company, the controlling shareholder and actual controller of the shareholder shall abide by the same lock-up period as that of the shareholders of the securities company, except in cases recognized by the China Securities Regulatory Commission according to law. "

　　Sixteen, Article 26 is changed into Article 25, which is amended as: "The shareholders of a securities company shall not pledge the equity of the securities company they hold during the equity lock-up period. After the expiration of the equity lock-up, the proportion of the equity held by the shareholders of a securities company shall not exceed 50% of the equity held by the securities company.

　　Where a shareholder pledges the equity of a securities company, it shall not harm the interests of other shareholders and the securities company, shall not stipulate that the pledgee or other third party shall exercise shareholder rights such as voting rights, and shall not transfer the control right of the equity of the securities company in disguise.

　　The provisions of the first paragraph of this article shall not apply to shareholders of listed securities companies and securities companies listed in the share transfer system who hold less than 5% of the shares. "

　　XVII. Article 27 is renumbered as Article 26 and amended as: "A securities company shall strengthen the examination of the qualifications of shareholders, verify the information of shareholders, their controlling shareholders, actual controllers, related parties, people acting in concert, and ultimate rights holders, and master their changes, judge the influence of shareholders on the operation and management of securities companies, report or disclose relevant information in a timely, accurate and complete manner according to law, and perform approval or filing procedures when necessary."

　　18. Article 28 is renumbered as Article 27 and amended as: "A securities company shall write the regulatory requirements on equity management, such as the rights and obligations of shareholders, the lock-up period of equity, the person in charge of equity management affairs, etc., into its articles of association, and specify the following contents in the articles of association:

　　(1) The major shareholders and controlling shareholders shall replenish capital to the securities company when necessary;

　　(2) Shareholders who should have been approved by the regulatory authorities or have not filed with the regulatory authorities, or shareholders who have not completed the rectification, shall not exercise the rights such as the right to request, vote, nominate, propose and dispose of the shareholders’ (general) meeting;

　　(3) Shareholders who make false statements, abuse shareholders’ rights or engage in other behaviors that harm the interests of securities companies shall not exercise the rights of shareholders (general meeting) such as the right to request, vote, nominate, propose and dispose;

　　(4) Measures to deal with shareholders, securities companies, persons in charge of equity management affairs and relevant personnel in case of illegal or improper behaviors related to equity management affairs that violate laws, administrative regulations and regulatory requirements. "

　　XIX. Article 29 is renumbered as Article 28 and amended as: "Securities companies shall strengthen the management of related party transactions, accurately identify related parties, strictly implement the related party transaction examination and approval system and information disclosure system, so as to avoid damaging the legitimate rights and interests of securities companies and their clients, and report related party transactions to the China Securities Regulatory Commission and its dispatched offices in a timely manner.

　　A securities company shall manage its shareholders and their controlling shareholders, actual controllers, related parties, concerted parties and ultimate rights holders as its own related parties in accordance with the penetrating principle.

　　The shareholders mentioned in the second paragraph of this article do not include shareholders of listed securities companies and securities companies listed in the share transfer system who hold less than 5% of the shares. "

　　Twentieth, thirtieth to twenty-ninth, amended as: "shareholders of securities companies and their controlling shareholders, actual controllers shall not have the following acts:

　　(1) making false capital contributions to securities companies, making false capital contributions, withdrawing capital contributions or withdrawing capital contributions in disguised form;

　　(two) in violation of laws, administrative regulations and the provisions of the company’s articles of association, interfere with the operation and management activities of securities companies;

　　(3) abusing rights or influence, occupying the assets of securities companies or clients, transferring benefits, and harming the legitimate rights and interests of securities companies, other shareholders or clients;

　　(4) Requiring a securities company to provide financing or guarantee for itself or its related parties in violation of regulations, or forcing, instructing, assisting or accepting a securities company to provide financing or guarantee with the assets of its securities brokerage clients or securities asset management clients;

　　(five) improper related transactions with securities companies, using the influence on the operation and management of securities companies to obtain illegitimate interests;

　　(six) without approval, entrust others or accept others to hold or manage the equity of a securities company, and accept or transfer the control right of the equity of a securities company in disguise;

　　(seven) other acts prohibited by the China Securities Regulatory Commission.

　　A securities company, its directors, supervisors, senior managers and other relevant entities shall not cooperate with the shareholders of the securities company, its controlling shareholders and actual controllers in the above situations.

　　When a securities company finds that the shareholders, their controlling shareholders and actual controllers have the above-mentioned situations, it shall take timely measures to prevent the violations from aggravating, and report to the dispatched office of the China Securities Regulatory Commission at its domicile within 2 working days. "

　　XXI. Article 31 is renumbered as Article 30 and amended as: "If a securities company changes its equity-related matters without performing the statutory approval procedures, the China Securities Regulatory Commission or its dispatched office shall handle it in accordance with the provisions of Article 204 of the Securities Law."

　　22. Article 32 is renumbered as Article 31 and amended as: "If any unit or individual holds or actually controls the relevant equity of a securities company that does not conform to these Provisions, the China Securities Regulatory Commission or its dispatched office shall handle it in accordance with the provisions of Article 71 of the Regulations on the Supervision and Administration of Securities Companies.

　　If any unit or individual entrusts others or accepts others’ entrustment to hold or manage the equity of a securities company without approval, or subscribes, accepts or actually controls the equity of a securities company, the China Securities Regulatory Commission or its dispatched office shall handle it in accordance with the provisions of Article 86 of the Regulations on the Supervision and Administration of Securities Companies. "

　　23. Article 33 is renumbered as Article 32 and amended as: "If the shareholders of a securities company make false capital contributions, make false capital contributions, withdraw their capital contributions or withdraw their capital contributions in disguised form, the China Securities Regulatory Commission or its dispatched office shall handle the matter in accordance with the provisions of Article 141 of the Securities Law."

　　XXIV. Article 35 is renumbered as Article 34 and amended as: "If a securities company or its major shareholder or actual controller violates regulations, fails to report relevant matters as required, or the information submitted contains false records, misleading statements or major omissions, the China Securities Regulatory Commission or its dispatched office shall handle it in accordance with the provisions of Article 211 of the Securities Law."

　　25. Article 36 is renumbered as Article 35 and amended as: "If a securities company provides financing or guarantee for its shareholders or their associates in violation of regulations, the China Securities Regulatory Commission or its dispatched office shall handle it in accordance with the provisions of Article 205 of the Securities Law.

　　Where the shareholders or actual controllers of a securities company force, instruct, assist or accept the securities company to provide financing or guarantee with the assets of securities brokerage clients or securities asset management clients, the China Securities Regulatory Commission or its dispatched offices shall handle it in accordance with the provisions of Article 86 of the Regulations on the Supervision and Administration of Securities Companies. "

　　26. Article 37 is renumbered as Article 36 and amended as: "If a securities company and its shareholders, actual controllers of shareholders or other relevant subjects violate these Provisions, resulting in imperfect governance structure, imperfect internal control, chaotic operation and management, and violation of laws and regulations, the China Securities Regulatory Commission or its dispatched offices shall handle it in accordance with the provisions of Article 70 of the Regulations on the Supervision and Administration of Securities Companies; As a result, the governance structure, compliance management and risk control indicators of a securities company do not meet the requirements, which seriously endangers the stable operation of the securities company and damages the legitimate rights and interests of customers, and shall be handled in accordance with the provisions of Article 140 of the Securities Law; Those that cause securities companies to operate illegally or have serious risks, which seriously endanger the order of the securities market and harm the interests of investors, shall be dealt with in accordance with the provisions of Article 143 of the Securities Law.

　　Where the directors, supervisors and senior managers of a securities company violate these provisions, resulting in major violations of laws and regulations or major risks of the securities company, the China Securities Regulatory Commission or its dispatched offices shall handle them in accordance with the provisions of Article 142 of the Securities Law. "

　　27. Article 38 is renumbered as Article 37 and amended as: "If a securities company and its shareholders, the actual controllers of shareholders or other relevant subjects violate these Provisions, and the Securities Law, the Regulations on the Supervision and Administration of Securities Companies and other laws and administrative regulations do not provide corresponding measures or penalties, the China Securities Regulatory Commission or its dispatched offices may take regulatory measures such as ordering corrections, supervising talks, issuing warning letters, ordering public explanations, and ordering regular reports; For the directors, supervisors, senior managers and other responsible personnel who are directly responsible, regulatory measures can be taken, such as ordering corrections, supervising conversations, issuing warning letters, and identifying them as inappropriate candidates; And depending on the circumstances, the relevant subject may be given a warning and a fine of not more than 30 thousand yuan; Those suspected of committing a crime shall be transferred to judicial organs according to law. "

　　Article 39 is renumbered as Article 38 and amended as: "China Securities Regulatory Commission and its dispatched offices shall record the dishonesty of securities companies and their directors, supervisors, senior managers, shareholders and their controlling shareholders, actual controllers, relevant intermediaries and other relevant institutions and personnel in the capital market integrity file database in accordance with the relevant provisions of China Securities Regulatory Commission on integrity supervision and management, and share information with other government agencies through the national credit information sharing platform."

　　Twenty-nine, Article 42 is changed into Article 41, which is amended as: "The change of major shareholders of a securities company refers to the addition of major shareholders of a securities company, or the change of the largest shareholder and controlling shareholder of a securities company.

　　The change of the actual controller of a securities company with more than 5% equity refers to the new actual controller of a securities company with more than 5% equity, or the change of the actual controller of a securities company. "

　　30. One article is added as Article 42: "The largest shareholder of a securities company mentioned in these Provisions refers to the largest shareholder holding more than 5% of the equity of a securities company."

　　Thirty-one, Article 44 is amended as: "If an investor purchases shares of a securities company through a stock exchange so that its accumulated shares of the securities company reach 5%, it shall put up a placard according to law and report it to the China Securities Regulatory Commission for approval. Before obtaining approval, investors may not continue to increase their holdings of the company’s shares. If the China Securities Regulatory Commission does not approve it, the investor shall make corrections within 50 trading days from the date of disapproval (excluding the suspension time, if the shareholding is less than 6 months, it shall be corrected according to law after the shareholding is over 6 months).

　　Where an investor purchases shares of a securities company through the share transfer system, so that its accumulated shares of the securities company reach more than 5%, the provisions of the first paragraph shall apply mutatis mutandis.

　　Where an investor subscribes for the publicly issued shares of a securities company or transfers the shares of a securities company through a stock exchange or a share transfer system, and the subscription or equity change involved does not need to be approved or filed, the requirements specified in Articles 17 and 18 of these Provisions shall be exempted. "

　　This decision shall come into force as of April 18, 2021.

　　The Provisions on the Administration of Stock Rights of Securities Companies shall be revised accordingly according to this decision, and the order of the provisions shall be adjusted accordingly and re-promulgated.