证券公司治理准则（试行）

证监机构字[2003]259号

颁布日期：20031215 　实施日期：20040115 　颁布单位：证券监督管理委员会

CSRC ZI[2003]NO.259

Securities companies：

The rules for governance of securities companies （For Trial Implementation） has been formulated by us for the purpose of promoting the normative operation of securities companies， improving the corporate governance， establishing the modern corporate system. These rules are now promulgated and please comply with and carry them through accordingly.

December 15，2003

Rules for governance of securities companies （For Trial Implementation）

Chapter I General provisions

Article 1 These rules are formulated， in accordance with the Company law， the Securities law and other relevant laws and administrative regulations， to promote the normative operation of securities companies according to the modern corporate system， ensure the lawful rights and interests of securities companies' shareholders， clients and other parties interested， safeguard the independence and integrity of securities companies' assets.

Article 2 Securities companies and their controlling shareholders assume the good faith duty and shall not infringe on clients' properties and other lawful rights and interests.

Article 3 Securities companies shall clarify the scope of official duties among shareholders' meeting， the board of directors， the board of supervisors and management personnel， in accordance with the Company Law and other provisions of laws and administrative regulations.

Article 4 Securities companies and their shareholders， superior management personnel shall abide by supervisory provisions on shareholders， superior management personnel etc， which are formulated by the China Securities Regulatory Commission （hereinafter referred to as the “CSRC”）。

Article 5 Securities companies shall establish perfect risk management and internal control systems， in accordance with laws， administrative regulations and those provisions of the CSRC.

Article 6 These rules are applied to securities companies established within the territory of the People's Republic of China. Where laws， administrative regulations or the CSRC provide otherwise for listed securities companies， such provisions shall prevail.

Chapter II shareholders and shareholders' meeting

Section 1 Shareholders

Article 7 A securities company's shareholders and its actual controllers shall meet the qualification conditions stipulated by laws， administrative regulations and the CSRC. When a shareholder of a securities company assigns the stock right of the securities company to others， the transferee and its actual controller shall be confirmed to meet the qualification conditions stipulated by laws， administrative regulations and the CSRC. When A securities company's shareholders and its actual controllers do not meet the qualification conditions， the board of directors of the securities company shall report to the dispatched institutions of CSRC in the place of incorporation and the place where the principal business office is situated within 10 working days.

Article 8 Securities companies shall register shareholders， amend articles of association and undertake the formalities of business registration based on the file authorized by the CSRC or the archival filled in the CSRC. Securities companies shall ensure that the articles of association， register list of shareholders and contents recorded in files of industrial and commercial registrations are consistent with shareholders' actual conditions.

Article 9 Securities companies' shareholders shall perform capital contribution obligation strictly in accordance with laws， administrative regulations and provisions of the CSRC. Securities companies shall not directly or indirectly provide financing or guarantee for shareholders' capital contribution. When a shareholder makes a false capital contribution， makes an insufficient capital contribution or excavating his capital contribution， or excavating his capital contribution in disguised form， the board of directors of the securities company shall report to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated within 10 working days and require the relevant shareholder to rectify within one month.

Article 10 Securities companies' shareholders shall notify Securities companies in time if one of the following conditions occurs to them：

（1） shareholdings of Securities companies owned by them are under preservative measures in litigation or under enforcement；

（2） shareholdings of Securities companies owned by them are pledged；

（3） shareholdings of Securities companies owned by them are decided to transfer；

（4） entrust others to exercise stock rights of Securities companies or reach agreements with others on exercising stock rights of Securities companies；

（5） alteration of name；

（6） merger or division；

（7） dissolution， bankruptcy， closedown or takeover；

（8） other affairs may result in alteration of shareholdings of Securities companies owned by them. The board of directors of the securities company shall report to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated within 10 working days as of knowing the above conditions.

Article 11 Securities companies shall establish effective communication channels with shareholders to ensure that shareholders possess right to know stipulated by laws， administrative regulations， the CSRC and articles of association. If one of the following conditions occurs to a securities company， the board of directors of the securities company shall give written notice to all shareholders in time and report to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated：

（1） the company or its superior management personnel is suspected involving a major violation of law and regulation；

（2） the company's finance experiences continuous deterioration ， which do not meet the criterion stipulated by the SCRC；

（3） the company undertakes major economic losses；

（4） a plan is made to change the chairman of board， the chairman of supervisors or the general manager；

（5） an emergency occurs， which has an side effct on the company and interests of clients；

（6） other matters which may influence consecutive operation of the company.

Section 2 shareholders' meeting

Article 12 The scope of powers of shareholders' meeting shall be specified in securities companies' articles of association. Where a shareholders' meeting of a securities company authorize the board of directors of the company to exercise part of the functions and powers of the shareholders meeting， relevant provisions shall be stipulated in articles of association or approval shall be obtained upon resolution made by the shareholders' meeting. The authorized contents shall be specific and clear.

Article 13 The annual shareholders' meeting of securities companies shall be convened within 6 months as of the end of each fiscal year. If the shareholders' meeting need put off due to special circumstances， the securities company shall report to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated and account for it.

Article 14 The procedures for convening of a shareholders meeting and voting shall be stipulated in securities companies' articles of association. The board of directors shall formulate the complete deliberation rules of the shareholders meeting in accordance with articles of association of the company， which shall be enforced after examination and approval by the shareholders' meeting.

Article 15 The board of directors， the supervisory board and shareholders solely or jointly holding five percent or more of the securities company's shares have the right to put forward initiatives to the shareholders' meeting. Shareholders solely or jointly holding five percent or more of the securities company's shares have the right to nominate candidates for directors including independent directors and supervisors.

Article 16 If the ratio of the directors whom are nominated by a shareholder of a securities company among the board of directors exceeds one second， the ratio of the supervisors whom are nominated by the same shareholder among the supervisory board shall be not more than one second.

Article 17 Securities companies are encouraged to adopt the cumulative voting system in electing directors including independent directors and supervisors. Where securities companies' shareholders solely hold or jointly hold with associates more than fifty percent of the company's shares， the cumulative voting system shall be adopted regarding the election of directors including independent directors and supervisors Securities companies adopting the cumulative voting system shall formulate implementation rules for this system in articles of association of the company.

Article 18 The articles of association of securities companies shall specify that if the shareholders' meeting cannot be convened due to the board of directors and chairman of the board's failure to perform their duties， shareholders holding specific proportion of shares and the supervisory board may convene interim shareholders' meetings according to procedures stipulated in their articles of association， and report relevant situations to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated.

Article 19 The shareholders' meeting of securities companies shall put down the minutes of shareholders' meeting. The minutes of shareholders' meetings shall be true and complete and shall be kept at least 15 years as of the date of its completion. The resolution of the shareholders' meeting and relevant documents shall be submitted by Securities companies to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated for the record.

Article 20 When a director of the board or a supervisor is dismissed prior to the expiration of his term of office， the shareholders' meeting of the securities company shall account for it. The director of the board or the supervisor dismissed has the right to set forth his opinions to the shareholders' meeting， the CSRC or the dispatched office of CSRC.

Section 3 Particulars on the relationship between securities companies and shareholders

Article 21 Holding shareholders of a securities company shall not make use of their controlling status to damage lawful rights and interests of the company， other shareholders and clients of the company.

Article 22 Holding shareholders of a securities company shall not overstep the shareholders' meeting and the board of directors to appoint and dismiss directors， supervisors and superior management personnel. Holding shareholders of a securities company shall not overstep the shareholders' meeting and the board of directors to interfere in operation and management of the company.

Article 23 A securities company shall be strictly separated from its holding shareholders in operation， personnel， organization， assets， finance， offices etc and independently operate， account， assume liabilities and risks.

Article 24 Holding shareholders of a securities company and their associates shall undertake effective measures to prevent themselves from contending with their holding securities company in business. Securities companies controlling other securities companies shall not damage interests of the controlled companies.

Article 25 The associated transaction between securities companies' shareholders and associates shall not damage lawful rights and interests of securities companies and their clients. The major associated transaction and procedures of its disclosure and voting shall be stipulated in articles of association of the securities company. The securities company shall report relevant situations to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated within 10 working days as of occurrence of the major associated transaction.

Article 26 The securities company and its shareholders （or associates of shareholders， as referred to hereinafter） shall not do as follows：

（1） making promises concerning profits and dividends given to shareholders not less than some scale；

（2） holding stock rights of shareholders except where laws， administrative regulations or the CSRC provide otherwise；

（3） directly or indirectly provide financing or guarantee for shareholders；

（4） shareholders' occupying and using assets of the company or assets of clients kept in the company；

（5） The securities company's giving unjust benefits to shareholders through buying large quantities of securities held by shareholders；

（6） other conduct forbidden by laws， administrative regulations or the CSRC.

Chapter III Directors and the board of directors

Section 1 Director

Article 27 Directors of securities companies shall meet the qualification conditions stipulated by the Company Law， the Securities Law and the CSRC， and shall have the qualities for performing duties.

Article 28 The qualification for holding office， the procedures for appointment and dismiss， rights and obligations， term of office etc of directors shall be specified in articles of association of the securities company.

Article 29 The securities company shall take measures to exactly guarantee directors' rights to know， and provide necessary conditions for directors to perform duties. External directors including independent directors shall ensure enough time and energy to perform duties.

Section 2 the board of directors

Article 30 The number of directors shall be specified in articles of association of the securities company. The ration of internal directors among directors shall not exceed one second. Securities companies are encouraged to inviting external professionals to act as directors.

Article 31 The articles of association of the securities company shall specify the chairman's performance of duties in time of the chairman failing to perform duties or the vacancy of chairman.

Article 32 The duties of the board of directors shall be specified in articles of association of the securities company. Where the board of directors authorizes its chairman to perform part of its functions and powers when the meeting of the board is not in session， the matters authorized shall be specific and clear. The matters concerning vital interests of the company shall not be authorized to the chairman of the board to decide. The matters concerning vital interests of the company shall be specified in articles of association.

Article 33 Normative rules for convening procedures of the board of directors， deliberation and voting shall be stipulated by the board of directors， which shall be passed by voting of shareholders' meeting， and shall be submitted to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated for the record.

Article 34 Meetings of the board of directors shall be held at least twice a year. The minutes of the meetings shall be true and complete and shall be kept at least 15 years as of its completion. Such minutes of the meeting shall be signed by the directors and recorders present.

Article 35 The board of directors and its chairman shall exercise its functions and powers in the scope stipulated by laws， administrative regulations， the CSRC and the articles of association， and shall not exceed their powers to interfere in operation and management by management personnel. When the board of directors examines relevant associated transactions， the director assigned by the affiliate shall withdraw when voting.

Article 36 Where a resolution of the board of directors violates laws， administrative regulations， provisions stipulated by the CSRC or the articles of association of the company， shareholders or supervisors have the right to demand that such resolution should be stopped immediately.

Article 37 Specialized committees shall be established by the board of directors on risk management， audit and other such matters. The independent director shall act as the convener in the auditing committee. Specialized committees may invite external professionals to provide services and reasonable fees arising from it shall be assumed by the company. Specialized committees shall submit working reports to the board of directors.

Article 38 The securities company shall appoint the secretary of the board of directors or establish specialized institution， which is in charge of preparation for shareholders' meeting， meeting of the board and meeting of the specialized committee； preservation of minutes and documents of meetings； information disclosure and other daily matters， as well as matters such as submitting documents of shareholders' meeting， meeting of the board and supervisory board to the dispatched office of the CSRC for the record.

Section 3 Independent director

Article 39 Securities companies shall set independent directors in accordance with provisions stipulated by the CSRC. The independent director shall grasp basic knowledge on securities market and relevant laws and administrative regulations， and shall be faithful and shall have working experiences more than 5 years. None of the following persons may hold the position of independent directors：

（1） a person working in the securities company or its affiliate company and his lineal kinfolks as well as persons having major social relationship with him；

（2） a person working in a shareholder company holding or controlling more than 5 percent shares of the securities company or in a top 5 shareholder company of the securities company and his lineal kinfolks as well as persons having major social relationship with him；

（3） a natural individual shareholder holding or controlling more than 5 percent shares of the securities company and his lineal kinfolks as well as persons having major social relationship with him；

（4） a person providing financial， legal， consulting services etc for the securities company and its associates， and his lineal kinfolks as well as persons having major social relationship with him；

（5） a person having experienced one of above four situations in the most recent one year；

（6） a person acting as a director in other securities company；

（7） other persons stipulated in articles of association of the company；

（8） other persons determined by the CSRC. If one of the above situations occurs to an independent director， the securities company shall dismiss him in time and report to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated.

Article 40 The term of office of independent directors is the same as the term of other directors， but if reelected the number of term shall not exceed twice. The securities company shall submit relevant materials of the independent director to the CSRC and the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated for the record.

Article 41 If an independent director quits or is dismissed prior to the expiration of his term of office， the independent director himself and the securities company shall provide respectively written explanation to shareholders' meeting and the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated.

Article 42 The independent director shall exercise the following functions and powers besides the functions and powers authorized by the Company Law and other laws and administrative regulations：

（1） to propose convening interim shareholders' meeting to the board of directors or to propose to the supervisory board if the proposal is refused by the board of directors；

（2） to propose convening the meeting of the board of directors；

（3） to invite the auditing institution or consulting institution based on the necessary for performing duties；

（4） to air his independent opinion on such matters as remuneration plans of directors and management personnel of the company， incentive plans etc；

（5） to air his independent opinion on the major associated transaction and if necessary report to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated. Where the specialized committee is established by the board of directors of the securities company concerning associated transactions and remuneration of superior management personnel， the independent director shall be the convener. The independent director shall submit working report to the annual shareholders' meeting. The independent director shall assume corresponding liabilities if failing to perform his responsibilities.

Chapter IV supervisors and supervisory board

Article 43 Supervisors of securities companies shall meet the qualification conditions stipulated by laws， administrative regulations and the CSRC， and shall have the qualities for performing duties. Directors and management personnel of the securities company and their lineal kinfolks as well as persons having major social relationship with them shall not hold the position of supervisors of the company. Securities companies are encouraged to invite external professionals to act as supervisors.

Article 44 The securities company shall take measures to exactly guarantee supervisors' rights to know， and provide necessary conditions for supervisors to perform duties.

Article 45 The supervisory board shall be established in the securities company. The supervisory board shall supervise the finance of the company， acts of directors and management personnel conforming to laws and regulations during the performance of their functions and shall be responsible to the shareholders' meeting. Normative deliberation rules shall be formulated by the supervisory board， which shall be passed by examination of shareholders' meeting， and shall be submitted to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated for the record.

Article 46 The chief supervisor shall be appointed in the supervisory board of the securities company. The chief supervisor shall be the convener of meetings of the supervisory board. The vice-chairman supervisor shall be appointed if the number of supervisors is more than 7. The vice-chairman supervisor assists the chief supervisor to work. The chief supervisor or the vice-chairman supervisor shall work as fulltime personnel. Specialized committees may be established under the supervisory board in charge of preparation for meetings of the supervisory board， preservation of minutes and documents of meetings and provide services for supervisors to perform duties.

Article 47 Meetings of the supervisory board shall be held at least twice a year. The minutes of the meetings shall be true and complete and shall be kept at least 15 years as of its completion. Such minutes of the meeting shall be signed by the supervisors and recorders present.

Article 48 A supervisory board of the securities company shall exercise the following functions and powers：

（1） to examine the financial affairs of the company；

（2） to supervise the performance of duties of the board of director and management personnel；

（3） to inquire acts of directors and management personnel；

（4） to demand directors or the management personnel to make corrections if any of their acts is found to have damaged the interests of the company and clients；

（5） to propose convening interim shareholders' meetings；

（6） to organize auditing when superior management personnel quit；

（7） other functions and powers stipulated in laws， administrative regulations and articles of association of the company.

Article 49 The supervisor has the right to know business situations of the company and shall assume corresponding duties of keeping secret. The company shall submit its internal auditing report， normative examination report， monthly or quarterly financial and accounting statements， annual financial and accounting statements and other vital matters to the supervisory board in time. The supervisory board shall make particular explanation for financial situations of the company and situations conforming to regulations to annual shareholders' meeting.

Article 50 The supervisory board may request directors， management personnel and relevant persons to attend the meeting of the supervisory board and to answer issues cared about by the supervisory board. If necessary， the supervisory board may particularly examine financial situations of the company and situations conforming to regulations， and may invite external professionals to assist as reasonable fees arising from it shall be assumed by the company. While inspecting acts of the directors and management personnel during the performance of their duties， the supervisory board may inquire matters of directors， management personnel and other persons involved. The directors， managers and other persons involved shall be in a cooperative manner.

Article 51 The supervisory board shall demand directors or management personnel to make corrections within the time limit if any of their acts is found to have violated laws， administrative regulations or articles of association of the company， and damaged the interests of the company， shareholders and clients. If damages are serious or directors or management personnel are unable to correct within the time limit， The supervisory board shall propose to convene shareholders' meeting and put forward particular motions to the shareholders' meeting. If any of acts of the board of directors and management personnel of the securities company is found to have seriously violated laws， administrative regulations， the supervisory board shall directly report to the CSRC and its dispatched office. If the supervisor is fully aware or ought to be aware that the acts of the board of directors and managers have violated laws， administrative regulations or articles of association of the company and damaged interests of the company， he shall assume corresponding liabilities owing to his failure to perform duties.

Chapter V management personnel

Article 52 The management personnel mentioned in these rules refers to other superior management personnel except the chairman of the board， the vice-chairman of the board， the chief supervisor and the vice-chairman supervisor. The management personnel shall meet the qualifications for holding the office of superior management personnel of the securities company. The securities company shall not authorize persons without the qualifications for holding the office to exercise functions and powers of management personnel.

Article 53 The composition and scopes of duties of the management personnel shall be specified in articles of association of the securities company.

Article 54 The securities company shall adopt open and transparent ways to employ professional as management personnel.

Article 55 The management personnel shall work in fulltime， except where laws， administrative regulations or the CSRC provide otherwise.

Article 56 The management personnel shall not operate the same category of business as the company they are serving and shall not directly or indirectly invest in the corporation contending with the company they are serving. Unless stipulated in articles of association of the company or approved by the shareholders' meeting， the management personnel shall not make associated transactions with the company they are serving.

Article 57 The general manager shall be appointed in the securities company. The general manager shall exercise his functions and rights in accordance with the Company Law and the articles of association and shall be responsible to the board of directors. Where the functions and powers of a securities company are exercised by the way of management committee or executive committee etc， its members shall meet the qualifications for holding the office of superior management personnel of securities companies.

Article 58 Detailed rules for the general manager's working shall be formulated by the securities company and shall be implemented after report to the board of directors for approval. Detailed rules for the general manager's working shall include the following contents：

（1） the conditions， procedures and participant s of which the general manager's meeting is held；

（2） duties and dividing the work for the general manager， vice president and other management personnel；

（3） authority of using assets of the company and sign a contract；

（4） the report system to the board of directors and the supervisory board；

（5） other matters that the board of directors considers essential.

Article 59 The general manager shall report to the board of directors or the supervisory board the signing of vital contracts， performance， use of capitals and circumstances of profits and losses on the request of the board of directors or the supervisory board. The general manager shall guarantee the truth of such report. The general manager without holding the office of the director may attend meetings of the board of directors as non-voting participants.

Article 60 The management personnel shall establish organizations with specific liabilities and clear procedures， organize to implement identification and evaluation of all sorts of risks， establish sound effective internal controlling system and mechanism， handle or correct faults or problems existing in internal controlling in time. The management personnel shall be responsible for not doing their best in internal controlling and not handling or correcting faults or problems existing in internal controlling in time.

Article 61 The securities company shall in accordance with relevant provisions stipulated by the CSRC， appoint specialized person of management to be in charge of the supervision and inspection department， who shall not hold plural offices. The management personnel shall support the work of the supervision and inspection department.

Chapter VI Incentive and disciplinary mechanism

Article 62 The securities company shall establish effective incentive and disciplinary mechanism.

Article 63 The securities company shall sign employment contracts with the management personnel， stipulating the term of office， merit assessment， remuneration， dismissal， rights and obligations and liabilities for breach of the contract.

Article 64 The remuneration scheme concerning the management personnel of the securities company shall be approved by the board of directors. The board of directors shall make particular explanations to the shareholders' meeting for duty performance of the management personnel， merit assessment and remuneration.

Article 65 The board of directors and the supervisory board of the securities company shall investigate management personnel's liabilities if any of their acts is found to have violated laws， administrative regulations or articles of association of the company and damaged the interests of the company and clients. The securities company shall not pay fines or damages that shall be assumed by directors， supervisors or management personnel in person.

Article 66 The management personnel， directors， supervisors or employees of a securities company shall hold or control stock rights of their company after obtaining the approval of the CSRC and reporting to the shareholders' meeting of the company.

Chapter VII Basic principles for relationship between securities companies and their clients

Article 67 The securities company shall assume good faith duties for clients and shall not infringe right of property， right of choice， right to fair deals， right to know and other lawful rights and interests of clients.

Article 68 The securities company shall not misappropriate the clients' capital for settlement of stock transactions， the assets entrusted by clients for management， or clients' securities entrusted in the company.

Article 69 The securities company shall bear an obligation to keep clients' documents secret. The securities company has the right to refuse any unit or individual to inquire about clients' documents， except where laws， administrative regulations or the CSRC provide otherwise.

Article 70 The securities company shall perform its legal obligations for information disclosure in operation to guarantee clients to make decisions on the basis of full awareness. The securities company shall provide products or services for clients in accordance with laws， administrative regulations and provisions stipulated by the CSRC， shall fully disclose contents and risks about relevant products or services， shall not make false statements， mislead clients and other frauds.

Article 71 The securities company shall establish specialized department or post in charge of communicating with clients and handling matters such as clients' complaints.

Article 72 The securities company is encouraged to disclose audited annual financial report and other information of the company to the public， and shall ensure the truth and exactness of the disclosed contents.

Chapter VIII Supplementary Provisions

Article 73 The securities company shall amend and improve articles of association of the company and relevant systems in accordance with requirements of the Company Law， the Securities Law， and other laws， administrative regulations as well as these rules.

Article 74 The board of directors of the securities company shall report governance of corporation to the shareholders' meeting， the CSRC and its dispatched office， in accordance with laws， administrative regulations and these rules. The CSRC takes the governance situation of the securities company as basic conditions for market access and as grounds for evaluation of daily supervision.

Article 75 The CSRC may authorize a self-regulatory brokers organization or an intermedia organization to evaluate the governance situation of securities companies， and publicize the evaluation result in proper ways.

Article 76 definitions：

（1） The stock right refers to the investment of shareholders of limited liability companies or shares of joint stock limited companies.

（2） Associated Parties and the associated transaction refer to associated and associated transactions mentioned in Rules for corporate accounting on disclosure of associates relationship and their transactions stipulated by Ministry of Finance.

（3） de facto controller refers to incorporations， other organizations or individuals controlling shareholders of securities companies to exercise stockholder's right in law or in fact.

（4） The controlling shareholder refers to the shareholder meeting one of the following conditions：

（a） the shareholder holding and controlling stock rights of the securities company into top one；

（b） the shareholder having the right to decide the membership of directors more than half of the securities company；

（c） the shareholder controlling the securities company in other ways.

（5） The cumulative voting system refers to as follows： When electing directors or supervisors， the ballot owned by a shareholder equals the product of his holding shares and the number of directors or supervisors. The shareholder may collectively ballot for one candidate for the director or supervisor and also may separately ballot for a few candidates for directors or supervisors. The elected director or supervisor shall be decided according to the number of votes.

（6） Internal directors， external directors and independent directors. The internal director refers to the director holding plural offices in the securities company. The external director refers to the director without holding plural offices in the securities company. The independent director refers to the external director which the securities company and its shareholders can not prevent him from making objective judgments.

Article 77 The CSRC shall be responsible for the interpretation of there rules.

Article 78 These rules shall come into force as of January 15， 2004.